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Annual Report and Accounts 2025
TP ICAP Group is a world-leading
provider of financial markets
infrastructure and data.
We connect institutional buyers and
sellers across the world’s financial,
energy, and commodities markets.
By providing access to deep liquidity
and unique data, we enable clients
to transact with confidence.
Our capacity to connect underpins
trusted client relationships, supports the
communities in which we operate, and
positions us to anticipate, adapt to, and
shape change. It is what makes TP ICAP
fundamental to the effective functioning
of efficient and liquid wholesale markets,
today and in the future.
Our purpose
To provide clients with access to global financial, energy,
and commodities markets, enhancing pricediscovery,
liquidity, and data distribution, through responsible and
innovative solutions.
Our vision
To be the world’s most trusted and innovative specialist
in liquidity and data solutions.
Our mission
Through our talent and technology, we connect clients
to superior liquidity and data solutions.
Overview
IFC TP ICAP at a glance
1 2025 highlights
2 Chair’s statement
4 ChiefExecutiveOfficer’sreview
Strategic report
10 Market trends
12 Strategy
14 Business model
16 Key performance indicators
18 Stakeholder engagement
22 Sustainability
38 Financialandoperatingreview
50 Principal risks and uncertainties
55 Viability statement and going concern
56 Task Force on Climate-related Financial Disclosures
(‘TCFD’)
Governance report
68 Governance at a glance
70 BoardChair’sgovernanceletter
72 Board of Directors
74 CompliancewiththeCode
76 Corporate governance report
86 ReportoftheNominations&GovernanceCommittee
92 ReportoftheAuditCommittee
98 ReportoftheRiskCommittee
102 ReportoftheRemunerationCommittee
125 Directors’ report
128 Statement of Directors’ responsibilities
Financial statements
129 Independent Auditor’s Report to the members
ofTPICAPGroupplc
136 Consolidated Income Statement
137 Consolidated Statement of Comprehensive Income
138 Consolidated Balance Sheet
139 Consolidated Statement of Changes in Equity
140 ConsolidatedCashFlowStatement
141 Notes to the Consolidated Financial Statements
Additional information
181 TP ICAP Group plc shareholder information
183 Group undertakings
189 Appendix – Alternative Performance Measures
192 Glossary
TP ICAP at a glance
Our five-point investment proposition
Scale, breadth, and growth
> We are a world-leading provider
of critical financial market
infrastructure, sitting at the heart
of global OTC markets.
> Our markets benefit from structural
and cyclical growth drivers.
> Our scale, and the breadth of our
offering across clients, products,
and regions, are difficult for others
to replicate and are major
competitive differentiators.
01
Harnessing technology
to transform our business
> Technology is a strategic
advantage for us and is key
to client engagement.
> Our partnership with AWS is
helping us to accelerate product
development and cloud migration.
04
Capturing new opportunities
> We have a track record of creating
innovative new growth businesses,
such as Parameta Solutions, a
leading data and analytics business.
> We are also well placed to capture
long-term growth opportunities in
adjacent markets and asset classes.
For example, in the energy
transition, and emerging
tokenisation and digital assets.
02
Maximising shareholder value
> We maximise shareholder returns
through a disciplined approach to
capital allocation.
> Our business has a consistent
track record for converting a high
proportion of profit into cash.
> On average, over the last three
years our free cash conversion ratio
has been 113%, which measures the
proportion of earnings that we
convert to free cash flow.
05
Diversified and resilient
> Our business has four divisions
with distinct revenue drivers and
client bases – Global Broking,
Energy & Commodities, Liquidnet,
Parameta Solutions.
> Supported by operations in 60
offices across 28 countries, we
benefit from a diversified
geographic footprint.
03
This has enabled us to
return significant value
to shareholders.
c.£600m
We have delivered or announced
almost £600m of dividends
and share buybacks in the last
three years.
Read more
about our strategy on page 12
We connect clients in global markets
28
Countries
5,400
Employees
Including c.2,700 brokers
Comprehensive trading protocols:
Voice | Electronic | Hybrid
D2D | D2C | C2C | A2A
We connect:
Banks | Asset Managers
Hedge Funds | Corporates | Producers
Trading Houses | Market Makers
Across all major asset classes:
Rates | FX | Credit | Equities
Oil | Gas | Power | Digital Assets
Energy-transition-linked products
Underpinned by world-class infrastructure
Talent | Technology | Operational Excellence
Global reach and broking expertise
Four market-leading divisions
Global Broking
The world’s largest
inter-dealer broker
by revenue
Energy & Commodities
A world-leading broker
across global energy and
commodities markets
Liquidnet
A multi-asset, technology-
driven, agency execution
specialist
Parameta Solutions
A world-leading provider
of OTC market data and
technology solutions
TP ICAP connects clients to deep liquidity and unique data through a scaled,
diversified, and technology-enabled platform
Driving value and growth
Revenue
2,353
2,253
£2,353m
Basic EPS
25.2
22.1
25.2p
Final dividend
Final dividend of 11.6 pence per share
recommended for 2025, and payable to
shareholders on 22 May 2026.
Strategic pillars
Profit before tax
230
214
£230m
Operating profit (‘EBIT’) margin
11.2
10.5
11.2%
Total dividend
Total dividend for the year of 16.8 pence
per share (2024: 16.1p), an increase
of4%.
Carbon emissions
Reduced Scope 1 and 2 carbon
emissions by 10% from 2024.
-10%
ESG ratings
Improved MSCI ESG rating from
AA to AAA.
MSCI ‘AAA’
rated
2025 financial highlights
ICAP Charity Day
ICAP’s 33
rd
annual charity day
raised £5.7m.
£175m+
raised since 1993
Sustainability highlights
Operating profit (‘EBIT’)
264
236
£264m
Dividend payment
Dividend policy targets dividend cover
of c.2x on adjusted post-tax earnings
(50% payout ratio). Typically based on a
payout range of 30 to 40% of half-year
adjusted post-tax earnings with the
balance paid in the final dividend.
Read more
about our strategy on page 12
Read more
about our financial and operating review on pages 38 to 49
Read more
about sustainability on pages 22 to 37
£122m
11.6p +3% 16.8p +4%
Diversification
Expanding and enhancing our
offering across clients, products,
and regions.
Transformation
Technology-led transformation
and operational excellence.
Dynamic capital
management
Capital allocation supporting
investment and returns.
TP ICAP GROUP PLC Annual Report and Accounts 20251
Overview
Chair’s statement
2025 was an outstanding year
for TP ICAP, with record revenue
and profit. Our Global Broking
business delivered an especially
vibrant performance, and we
returned significant value for
shareholders through disciplined
capital management.
Adjusted basic EPS
33.5p +5%
Total dividend per share
16.8p +4%
Dividends and buybacks delivered or
announced in the last three years
c.£600m
TP ICAP GROUP PLC Annual Report and Accounts 20252
Disciplined capital allocation
We continue to invest for growth – both organically and
inorganically – while returning surplus cash to shareholders, and
sustaining a progressive dividend. In accordance with our dividend
policy, the Board will recommend to shareholders at our 2026
Annual General Meeting (‘AGM’) a final dividend of 11.6 pence per
share, bringing the total dividend for the year to 16.8 pence per
share, 4% ahead of 2024.
In the last three years, we will have delivered or announced almost
£600m to shareholders through a combination of dividends and
share buybacks.
Governance and Board effectiveness
We are committed to the highest standards of governance and
oversight. I believe that the Board and senior management have
an appropriately balanced mix of skills, experience, and industry
knowledge to support the Group’s strategy.
We welcomed Stuart Staley to the Board as an Independent
Non-executive Director, and as a member of the Group’s
Remuneration, Risk and Nominations & Governance Committees
(effective 1 June 2025). Stuart brings extensive experience in global
financial and commodities markets. Michael Heaney stepped down
as an Independent Non-executive Director on 31 October 2025.
On behalf of the Board, I thank Michael for his valuable contribution.
The Board’s composition is aligned with the applicable UK Listing
Rules requirements. To read more, see our Corporate governance
section (pages 76 to 85), and our Report of the Nominations &
Governance Committee (pages 86 to 91).
Culture and sustainability
Our culture, purpose and values underpin our business performance,
and the execution of our strategy.
We recognise our responsibility to create long-term value for our
clients, employees, shareholders and society. Hence, I am particularly
pleased to report that in 2025 we were awarded a AAA ESG rating
by MSCI, and that we improved our Carbon Disclosure Project (‘CDP’)
score. To read more, see our Sustainability section (pages 22 to 37).
Stakeholder engagement
Constructive engagement with stakeholders informs Board
decision-making and reinforces our commitment to transparency
and accountability. Ahead of our 2025 AGM, the Chair of the
Remuneration Committee and I engaged with shareholders and
proxy advisers to discuss the rationale underpinning the new
Directors’ Remuneration Policy. We received valuable feedback
as a result of these stakeholder meetings, and the policy was
subsequently approved at the AGM in May. To read more, see our
Directors’ Remuneration Report (pages 102 to 124).
Conclusion
We delivered a strong financial result and good strategic progress
in 2025. On behalf of the Board, I would like to thank our shareholders
for their continued support, our colleagues for their hard work, and
our clients for continuing to place their trust in us. I also thank my
fellow Board members for their guidance and oversight.
As we enter 2026, we are confident that we are well-positioned to
continue to deliver sustainable, profitable growth, and long-term
value, for all of our stakeholders.
Richard Berliand
Board Chair
12 March 2026
Dear fellow shareholder,
2025 was an outstanding year for TP ICAP, with record revenue and
profit. We benefited from our diversified business model, disciplined
risk management, cost control and capital strength, and delivered
a strong financial performance, clear strategic progress and
significant value for shareholders.
Total Group revenue increased by 6%
1
year-on-year to £2.4bn in
constant currency (+4% reported). This result reflected an especially
vibrant performance from our core Global Broking business,
which generated record revenue growth of 10%
1
(+8% reported).
This demonstrates the strength of our value proposition, client
engagement, and activity across our largest asset classes.
We also delivered substantial Group operating leverage, with Group
adjusted EBIT rising by 10%
1
to £348m (+7% reported) and Group
reported EBIT rising by 14%
1
to £264m (+12% reported). To read
more, see our Financial and operating review (pages 38 to 49).
Board priorities
The Board began 2025 with clear strategic and operational
priorities, as we continue to transform and diversify our business,
and maintain clear discipline with respect to capital allocation.
It is also our priority to ensure rigorous and independent Board
oversight through the highest standards of governance structures,
and that we embed responsible business practices throughout
our organisation.
Transforming our business operations
Our focus has been to simplify our operations, to generate
efficiencies and improve the experience for our clients. We are on
track to deliver against our commitment for £50m of annualised
savings by the end of 2027, which we are achieving via strategic
investment to modernise our technology and procurement
capabilities. Within the same timeframe, we also undertook to
release an additional £50m of cash through legal entity consolidation,
which I’m delighted to say that we have achieved ahead of schedule,
with the cash to be returned to shareholders.
Strengthening our business
As part of our aim to diversify our operations, broadening our
business beyond its core position in Global Broking, we strengthen
our capabilities through targeted acquisitions. For example, we are
bringing together Neptune Networks with Liquidnet’s Fixed Income
electronic execution, forming an exciting new data-plus-execution
platform. Furthermore, after the year end we announced the
acquisition of Vantage Capital Markets (‘VCM’), further leveraging
the efficiencies of our operating model and global footprint.
The Board continues to review a potential minority listing of
Parameta Solutions but is mindful that the context to achieve
a successful listing remains challenging. We continue to invest to
accelerate the growth of the business and remain confident in its
strategy, the opportunities ahead, and contribution to sustainable
value creation.
1 In constant currency, which refers to prior year comparatives being retranslated
at current year foreign exchange rates.
TP ICAP GROUP PLC Annual Report and Accounts 20253
Overview
Overview
Chief Executive Officer’s review
TP ICAP stands today as a global
leader in financial markets
infrastructure and OTC data, with
significant growth opportunities.
Reported Group Revenue
£2,353m +6%
+5% compound growth since 2021
Adjusted EBIT
£348m +10%
+9% compound growth since 2021
TP ICAP GROUP PLC4 Annual Report and Accounts 2025
A diversified Group positioned for sustainable growth
TP ICAP has undergone a profound and purposeful transformation.
From its origins as a predominantly voice-driven interdealer broker,
we have evolved into a multi-brand, multi-protocol network that
spans the full spectrum of over-the-counter (‘OTC’) markets. Today,
we connect key market participants across all major asset classes,
delivering deep liquidity, unique data, and actionable insights.
This diversification has strengthened our resilience and positioned
us as a trusted partner to both sell-side and buy-side participants.
During 2025, we made strong strategic progress in advancing
our diversification agenda across clients, products and regions.
We broadened our capabilities through targeted acquisitions in
the growing dealer-to-client credit market and strengthened our
leading Global Broking franchise. At the same time, we continued
to enhance existing businesses – adding broker capability in Energy
& Commodities, forging new partnerships in Parameta Solutions,
and extending Liquidnet’s reach across geographies and product
sets. These developments, both organic and inorganic, reinforce our
position as a more balanced and scalable Group, ready to meet our
clients’ evolving needs.
As a result, TP ICAP stands today as a global leader in financial
markets infrastructure and OTC data. Our diversified revenue
streams are underpinned by a scalable operating platform, which
tightly manages costs and drives efficiency, enhancing profitability.
Supported by disciplined capital management and a strong
commitment to sustainable shareholder returns, we remain
focused on capturing future profitable growth and delivering
long-term value.
Market developments
This year’s markets were shaped by headline-driven volatility,
a theme we have seen continue into 2026. 2025 offered a constructive
backdrop for our business as episodic uncertainty drove intermittent
spikes in volatility and strong OTC activity. Despite trade tensions,
geopolitical conflicts, and lingering economic concerns, investors
largely remained resilient, responding to market disruptions with
measured caution.
The Bank for International Settlements (‘BIS’) triennial data for
2025 confirmed strong growth in OTC markets, creating a supportive
environment for TP ICAP. Notional outstanding in OTC derivatives
reached about $846 trillion
1
, up 16% year-on-year, with turnover
and positions expanding on elevated risk management needs.
Interest rates and FX – Global Broking’s two largest asset classes –
led this growth. FX trading hit record levels in April
2
, driven by
heightened volatility and global hedging demand, with the dollar
still dominant but with some shifts in instruments and currencies.
Interest rate derivatives also expanded strongly
3
, led by Euro and
other non-USD contracts, as market participants hedged risks
amid shifting monetary policy. This is encouraging, because as
these core OTC asset classes continue to grow, they support further
opportunities across our business.
Energy markets in 2025 signalled a structural shift: oil prices held
steady despite geopolitical tensions, as oversupply and muted
demand kept Brent subdued, while the IEA projects electricity
demand to surge by 40% by 2035, driven by electrification and
data centre adoption
4
. For clients, these dynamics create both
challenges and opportunities across asset classes as market cycles
evolve. With established strength in Oil, Power and Gas, alongside
capabilities in Energy Transition-related products, we are well-
positioned to provide our clients with the liquidity, risk management
and insight that help them to navigate volatility and capture value
wherever it arises.
In 2025, buy-side trading strategies and infrastructures were
challenged by volatility, fragmented markets and rapid technological
change. Asset managers increasingly turned to bilateral channels
and smarter algorithms to source liquidity – trends our Liquidnet
business has supported through advanced solutions. The equity
commission wallet continues to accelerate, up 19.8% year-on-year
5
,
reflecting strong market activity. Managers remained underweight
US equities and expected international stocks to outperform
6
.
Looking ahead, multi-asset solutions, partnerships and Artificial
Intelligence (‘AI’)-driven tools will be important, with Liquidnet well
placed to support clients.
“We are creating a more scalable platform for
future growth by modernising our technology,
simplifying our structure, and enhancing
efficiency across the Group.”
1 BIS Triennial Survey 2025: OTC derivatives notional outstanding $846 trillion as
at June 2025 (aggregate across all asset classes). Notional amounts outstanding
represents the gross nominal or face value of all OTC derivative contracts that are
still open at the reporting date.
2 BIS Triennial Survey 2025: FX trading reached $9.6 trillion per day in April 2025,
up 28% since 2022.
3 BIS Triennial Survey 2025: Interest rate derivatives average daily turnover rose
59% to $7.9 trillion.
4 International Energy Agency (‘IEA’), World Energy Outlook 2025, published
November 2025.
5 Aon data, Q3 2025 YTD vs Q3 2024 YTD.
6 Bank of America Global Fund Manager Survey, December 2025.
TP ICAP GROUP PLC Annual Report and Accounts 20255
Overview
Overview
Chief Executive Officer’s review continued
The appetite for high-quality financial markets data continues
to broaden, as institutions increasingly rely on timely, reliable
information to navigate fast-moving markets and remain
compliant with regulatory requirements. Industry figures show
that global spending on financial market data climbed to a record
$44.3bn in 2024, with analysts expecting a two-year compound
annual growth rate of up to 7.1%
7
. Against this backdrop of
sustained investment and expanding use cases, Parameta
Solutions’ depth of scarce OTC data and analytics expertise
position it strongly to support clients’ evolving information needs.
Business performance
(All percentage movements are in constant currency, unless
otherwise stated)
Group revenue grew 6%
to £2.4bn in 2025, reflecting the strength
of our franchise and our ability to execute successfully in a dynamic
market environment. Group revenue since 2021 has increased by 24%,
underscoring our consistent delivery against strategic priorities.
Global Broking delivered record revenue growth of 10% in 2025,
maintaining its strong market leadership. Broker productivity also
increased 8%, demonstrating operating momentum and focus on
client delivery across markets.
Following strong growth totalling 22% across 2022 to 2024, Energy
& Commodities revenue declined 2% in the year. We are strengthening
the division for future performance, with the majority of targeted
broker hires already secured and further recruitment underway.
Liquidnet achieved 4% revenue growth against a strong 2024
comparator, supported by continued diversification across equities
and multi-asset agency brokerage, with growth momentum in APAC.
Parameta Solutions delivered 5% revenue growth for the year,
reflecting planned management action during the period to
optimise the sales organisation and pricing strategy. These actions
have strengthened the business’s ability to deepen relationships
within its existing client base and expand efficiently into the
significant but underpenetrated global buy-side market.
The business continues to benefit from its highly resilient model,
with subscription revenues representing 97% of total revenue.
Group adjusted EBIT
8
increased by 10% to £348m, supported
by strong contributions from Global Broking and Liquidnet.
The adjusted EBIT margin rose to 14.8% (2024: 14.3%). Profit
performance was further aided by firm cost control, with net
management and support costs declining 1% despite inflationary
pressures and continued investment in the business. Adjusted EBIT
has grown at an average rate of 9% per year since 2021, highlighting
the Group’s sustained financial momentum.
Transformation – operational excellence and
advancing technology
We are making strong progress on our programme to invest in,
simplify and transform the Group, with £35m of annualised savings
already actioned and achieved, £10m ahead of plan. In 2025, we
made significant progress on legal entity simplification, releasing
£50m of cash, consolidating the operations from six legal entities
and completing targeted structural changes and capital optimisation
actions. Across the programme, we are improving the efficiency
and scalability of our operating model, modernising our technology
and procurement capabilities, and reducing structural complexity.
We are confident in delivering at least £50m of annualised savings
by 2027 and creating a more scalable platform for future growth.
We are also advancing electronification across the business, with
hybrid and electronic revenue in Global Broking growing 7% over
the last two years. Our cloud modernisation programme continues
at pace, with 70% of our technology stack now on AWS and on
track to exceed 80% in 2026. This shift is already strengthening
resilience, reducing risk as legacy systems are retired, enhancing
cybersecurity, and speeding up recovery across core platforms.
Our AWS partnership is further accelerating delivery, with generative
AI tools lifting engineering output and our AI & Innovation Lab
introducing practical AI solutions, such as targeted broker-support
tools and employee AI agents. The partnership is also driving the
next generation of our Fusion platform, supported by more than
100 AWS engineers working alongside our teams to enhance scale,
resilience and long-term capability.
Diversification – investing for growth
TP ICAP continues to diversify across clients, products and regions,
with each division contributing to that momentum. Our strategy
is to broaden our offering, deepen our execution capabilities, and
expand into adjacent markets, ensuring the Group is well-positioned
for long-term, profitable growth.
In Global Broking, we have expanded our Credit offering through
the acquisition of Neptune Networks. We are launching a new
full-service credit platform that will feature AxeMatch™ – an
innovative dealer-to-client protocol – built by bringing together
Liquidnet Fixed Income with the capabilities gained through the
Neptune acquisition. This also builds on the strong momentum of
Rebalance, our anonymous dealer-to-dealer matching protocol,
which continues to achieve high volumes across regions. Together,
these developments will strengthen our electronic platform and
broaden our credit execution offering.
7 Burton Taylor International Consulting (a subsidiary of TP ICAP Group Plc),
Financial Market Data/Analysis Global Share & Segment Sizing 2025.
8 Refer to Alternative Performance Measures on page 189.
TP ICAP GROUP PLC Annual Report and Accounts 20256
In Energy & Commodities, our Digital Assets initiatives are
positioning us well as institutional adoption accelerates. Fusion
Digital Assets is gaining traction as an FCA-registered venue for
institutional-grade liquidity and execution, processing more than
$2bn in notional trading volume over Q4 2025 alone. Its transition
in March 2026 to a matched principal model – supported by
Standard Chartered as custodian and settlement agent – strengthens
our offering and enables faster client onboarding. It also delivers
capital efficiency to clients, enhancing our competitive position as
regulatory frameworks evolve, tokenisation accelerates and
institutional participation grows.
Liquidnet is diversifying across products and geographies, expanding
beyond traditional block trading with stronger sub-block liquidity,
enhanced algorithmic capabilities, new bilateral solutions in EMEA
and notable growth in APAC. Looking ahead, the launch of First Mate,
our AI Sales Trading Assistant developed with AWS, will support
further client engagement, and increased order flow and matching.
Parameta Solutions made further progress in broadening its data
and analytics capabilities in the context of a mixed macro
backdrop and its planned sales transformation. It expanded its
product set with new real-time oil data, launched the Swap Rate
Index, and strengthened its commercial platform through new
teams, innovation and partnerships, including a new collaboration
with Marex.
The Board continues to review a potential minority listing of
Parameta Solutions but is mindful that the context to achieve a
successful listing remains challenging. We continue to invest to
accelerate the growth of the business and remain confident in its
strategy, the opportunities ahead, and contribution to sustainable
value creation.
Dynamic Capital Management – capital discipline
and shareholder returns
We maintain a disciplined approach to capital allocation. Of the
approximately £200m of excess cash we originally targeted to
generate through 2026 and 2027, we have already achieved £50m
from our legal entity rationalisation.
Reflecting strong results, we are announcing a sixth buyback of
£80m, alongside a recommended final dividend of 11.6 pence,
taking the total dividend for the year to 16.8 pence. In total, we
have delivered or announced almost £600m in dividends and
buybacks in the last three years. This places us firmly within the
top quartile of FTSE 250 companies for shareholder distributions
since 2023.
Further detail is provided in the Financial and operating review.
Current trading and outlook
The Group has continued to benefit from supportive market
conditions in the current fiscal year to date. We have significant
US dollar earnings* and at current spot rates we would anticipate
a £9–10m FX headwind to our 2026 adjusted EBIT. Despite this,
the Board still expects the Group to achieve adjusted EBIT in line
with current market expectations**.
Post period end events
In response to the situation in the Middle East, we have enacted our
Business Continuity plans, prioritising the safety of our colleagues
and delivering uninterrupted service to our clients amid heightened
volatility and elevated market volumes.
Nicolas Breteau
Executive Director and Chief Executive Officer
12 March 2026
* Approximately 60% of Group revenue and 40% of Group costs are
denominated in US$.
** The mean analyst consensus forecast for 2026 adjusted EBIT is £361m
(range: £347m to £370m). This company-compiled consensus comprises
6 analyst forecasts as at 31/12/25.
Global Broking Revenue – record growth
£1,376m +10%
Liquidnet + Parameta Solutions as a %
of Group adjusted EBIT
c.40%
TP ICAP GROUP PLC Annual Report and Accounts 20257
Overview
Overview
Read more
Strategy
Our strategy comprises three pillars
to maximise profitable, sustainable
growth and cash flow.
Page 12
Read more
Sustainability
Our Sustainability strategy is formed
of three priorities: ‘Environmental
commitment’; ‘Social impact’; and
‘Responsible governance’.
Page 22
Strategic report
We connect
TP ICAP GROUP PLC Annual Report and Accounts 20258
In this section
10 Market trends
12 Strategy
14 Business model
16 Key performance indicators
18 Stakeholder engagement
22 Sustainability
38 Financial and operating review
50 Principal risks and uncertainties
55 Viability statement and going concern
56 Task Force on Climate-related Financial
Disclosures (‘TCFD’)
Colleagues
Innovation
Liquidity
Communities
Data
Markets
Clients
TP ICAP GROUP PLC Annual Report and Accounts 20259
Strategic report
Market trends
Connecting trends, insights and actions. Understanding the key market trends
that affect our business means we are well-positioned to seize opportunities.
Maintaining liquidity and
attractiveness of financial markets
The UK remains the dominant FX and
OTC derivatives hub, with Asia emerging
as a key opportunity for expansion
Overview
> FX markets: UK average daily turnover was $4,745bn
(April 2025). The UK remains the single largest FX centre,
accounting for 38% of global turnover.
1
> Interest rate derivatives: UK average daily turnover was
$4,320bn (April 2025). The UK market accounts for 50%
of OTC interest rate derivatives, maintaining its leading
global position.
1
> Growth in APAC: APAC markets are developing rapidly,
offering opportunities driven by strong economic
expansion, increasing financial market sophistication,
regulatory progress, and evolving investor demand.
> Regulatory considerations: growth in emerging markets
brings increased regulatory scrutiny, and firms must ensure
they comply with stringent reporting, transparency, and
risk management requirements.
2
Our competitive positioning
> TP ICAP is a diversified global organisation, operating
in 28 countries across multiple asset classes.
> We are strongly positioned in APAC with total APAC
revenues up 7% in 2025.
Increasing importance of market data
The demand for market data paired
with advancements in AI continue to
drive spend from financial institutions
Overview
> Global market continues to grow: data spend hit another
record, rising 6.4% to $44bn.
3
> Real-time and trading data: this remains the largest
segment of the market, representing 38% of total spend.
4
> Adoption of advanced technologies: AI technologies are
elevating the value of market data by enhancing how
institutions extract insights and make decisions.
3
> AI is driving sustained demand: nearly all data-reliant
organisations are investing in AI development, and
numerous data providers anticipate sustained demand
for AI-enhanced data sets and Gen-AI-ready market
data products.
4
Our competitive positioning
> We have established a growing data-centric business,
Parameta Solutions, which provides proprietary OTC
data and analytics.
> Parameta Solutions has exclusive access to TP ICAP’s
comprehensive dataset to better facilitate and enable
complex and low transparency transactions.
> In 2025 we accelerated our investment into cloud data-
migration and the use of AI tools to create efficiencies
in our operational and product development activities.
> During 2025, we continued to adopt AI across
relevant business segments, for example broking and
trade execution.
1 Bank of England, BIS Triennial Survey UK Results (April 2025).
2 Navigating OTC Derivatives in 2025, Parameta Solutions publication.
3 Burton Taylor, Financial Market Data/Analysis Global Share & Segment
Sizing 2025.
4 Burton Taylor, Financial Market Product Type 2025.
TP ICAP GROUP PLC Annual Report and Accounts 202510
Digital assets
Unprecedented growth and regulatory
evolution are accelerating institutional
adoption of digital assets
Overview
> Major regulatory advances: rapid digital asset adoption
in 2025 triggered regulatory advances, enabling greater
institutional participation in digital assets markets.
7
> Stablecoins: these are gaining traction in cross-border
use-cases, where speed and liquidity are critical.
Stablecoins reached a total value of $270bn during 2025,
with most activity still tied to crypto trading.
8
> Digital asset ETPs: weekly inflows into exchange traded
products reached $716m, pushing total assets under
management to $180bn (December 2025).
9
> UK regulation: the UK is progressing a comprehensive
digital asset regulatory regime and is expected to go live
in 2027.
10
> US regulation: the US is advancing a federal stablecoin
framework under the GENIUS Act, following its signing into
law in July 2025.
11
Our competitive positioning
> Wholesale cryptoasset derivative broking: active in
broking cryptoasset derivatives on exchange since 2019,
we have established deep relationships with crypto-native
institutions while supporting traditional market
participants as they enter and scale within this asset class.
> Fusion Digital Assets: our FCA-registered, institutional
grade digital assets trading venue is firmly established,
delivering notional trading volumes exceeding $2bn in
Q4 2025 and reinforcing TP ICAP’s leadership at the
intersection of digital and traditional financial markets.
The role of AI in the financial industry
Financial institutions are integrating AI
to boost productivity across front and
back office functions
Overview
> Widespread deployment across the financial value chain.
> Front office applications include: market trend prediction,
faster and more accurate data-sourcing, automated
analysis, and enhanced risk-informed decision-making.
5
> Operational efficiency: firms are using Gen AI to
summarise multi-source information, analyse disparate
datasets, and retrieve internal policies.
5
> Governance considerations: firms must supervise Gen AI
usage carefully, ensuring proper oversight, cybersecurity
safeguards, and risk mitigation frameworks.
6
Our competitive positioning
> AI is a strategic opportunity and accelerator, strengthening
TP ICAP’s competitive position across wholesale markets.
> We are directly leveraging AI across our data services and
electronic trading businesses, enhancing existing platforms
and capabilities.
> AI-driven automation is improving broker productivity
and enabling faster client insights across buy-side
connectivity, pricing and liquidity discovery.
> Electronic product development has accelerated
significantly, with AI already cutting build times by
over 50%.
> We are applying AI to our proprietary OTC datasets to
deepen insight, expand use cases and more effectively
monetise data and analytics through Parameta Solutions.
5 Redburn Note, Addressing the AI and ASV debates (August 2025).
6 FINRA, 2025 Annual Regulatory Oversight Report (January 2025).
7 Talos & FactSet, 2025 Digital Assets Report (December 2025).
8 BCG, Financial Institutions Global Payments Report 2025
(September 2025).
9 Yahoo Finance, Digital Asset ETP Inflows (December 2025).
10 FCA (UK Cryptoasset Regime, 2027).
11 White House (GENIUS Act, U.S. 2025).
TP ICAP GROUP PLC Annual Report and Accounts 202511
Strategic report
Strategy
Three strategic pillars:
Diversification
Transformation
Dynamic capital management
Our strategy comprises three pillars to maximise profitable, sustainable
growth and cash flow. These pillars are fundamental to our vision: to be the
world’s most trusted, and innovative, liquidity and data solutions specialist.
Diversification
Broadening revenues across clients,
products, and regions.
Strategic progress and outlook
Quality and resilience
By further diversifying the Group, we continue to strengthen
the quality and resilience of our earnings. Our strategy
is focused on building a more balanced, higher-margin
business mix, supported by scalable platforms and deeper
client relationships.
2025 achievements
Full-service credit platform
In June, we acquired Neptune Networks, a leading provider
of pre-trade bond data, connected to 35 major sell-side
institutions. Together with Liquidnet Fixed Income’s real-time
buy-side trading interest from approximately 500 institutional
clients, this provides the foundation for a new full-service credit
platform, co-owned by nine leading banks. This structure
ensures dealer-backed liquidity, strong alignment with market
participants, and a differentiated proposition.
Growing digital assets franchise
Through Fusion Digital Assets, we have established an
FCA-registered, institutional-grade liquidity venue for digital
assets trading, well positioned to benefit from increasing
institutional adoption. Notably, we processed over $2bn in
digital asset notional volume in the final quarter of the year.
In March 2026, we transitioned Fusion Digital Assets to a
matched principal model, supported by Standard Chartered as
custodian and settlement agent. This development enhances
our offering, improves client capital efficiency, and strengthens
our competitive position as regulatory frameworks evolve,
tokenisation accelerates and institutional participation grows.
Liquidnet
We continued to diversify Liquidnet beyond traditional block
trading, expanding execution capabilities and client use cases,
while co-developing an AI-enabled sales trading assistant with
AWS to enhance client engagement and support improved
order flow and matching over time.
Parameta Solutions
Parameta Solutions continued to broaden its data and
analytics offering with new real-time oil price data and swap
rate index offerings, alongside investment to strengthen its
commercial platform, including a significant expansion of its
sales organisation and establishing new partnerships to
support future growth.
TP ICAP GROUP PLC Annual Report and Accounts 202512
Strategic progress and outlook
Strong momentum
We are delivering strong momentum across our programme
to invest in and simplify the Group structure. At the same time,
we are transforming the organisation through operational and
technology excellence, including cloud migration, automation,
enhanced vendor management, and the optimisation of our
property footprint.
2025 achievements
> Simplified the Group’s legal entity structure, strengthening
capital efficiency.
> Streamlined processes and modernised technology and
procurement to reduce operating costs.
> Established a more agile operating platform to support
future growth initiatives.
Building on this momentum, we remain confident in delivering
at least £50m of annualised savings by 2027. This underlines
our commitment to disciplined execution, operational
excellence, and the creation of sustainable shareholder value.
Transforming markets and client needs
Global financial market infrastructure continues to be
reshaped by technology, with cloud, AI and data-driven
workflows becoming embedded across both trading and
post-trade environments. As a result, clients increasingly
require real-time data, global connectivity, and automated
processing and settlement.
Fusion, our cloud-based digital platform, is central to our ability
to meet these evolving demands. It supports clients across the
full transaction lifecycle, combining the expertise of our brokers
with electronic execution to connect buyers and sellers to deep
pools of global liquidity.
Fusion also captures unique OTC pricing data generated
through our Global Broking and Energy & Commodities
activities. This data is made available to paying customers
via our market-leading data and analytics business, Parameta
Solutions, further strengthening our value proposition across
the wholesale markets ecosystem.
Disciplined approach to capital allocation
Our priorities
> Invest to grow the business organically and through
targeted M&A.
> Sustain our dividend policy of paying 50% of adjusted
post-tax profit.
> Maintain an appropriate level of debt.
> Protect and strengthen our Fitch investment-grade
credit rating.
> Return surplus cash to shareholders through a combination
of dividends and share buybacks, with almost £600m
delivered or announced over the last three years.
Surplus cash release
We are targeting the release of at least £200m of surplus cash
by the end of 2027, to support continued investment and
further shareholder returns. Of this, £50m was expected to be
delivered through legal entity simplification, which has been
achieved ahead of plan.
Transformation
Driving efficiency, modernisation,
and scalable growth.
Dynamic capital management
Strong cash generation enabling
investment and sustainable returns.
TP ICAP GROUP PLC Annual Report and Accounts 202513
Strategic report
Business model
We connect
Purpose
To give clients access to global
financial, energy and commodities
markets by improving price discovery,
liquidity and data distribution through
responsible, innovative solutions.
Vision
To be the world’s most trusted, and
innovative, liquidity and data
solutions specialist.
Mission
Through our talent and technology,
we connect clients to superior liquidity
and data solutions.
Strategy
Diversification: we are broadening
our revenues across clients, products
and regions.
Transformation: we are driving
efficiency, modernisation, and scalable
growth throughout our organisation.
Dynamic capital management:
we maintain our balance sheet
strength whilst investing in organic
growth, M&A, and returning excess
cash to shareholders via dividends
and share buybacks.
Read more
Our strategy – page 12
Structural strengths
Scale, breadth and growth
> The world’s largest inter‑dealer broker by revenue, with leading positions in energy &
commodities, agency execution and OTC market data.
> Global operations spanning 28 countries, with coverage across all major asset classes
and products.
> Well positioned to capture both structural and cyclical growth across wholesale markets.
Brands
> Five core, market‑leading brands with strong franchise positions across global
wholesale markets, each aligned to specific client needs and trading ecosystems.
Diversified client base
> Long‑standing relationships with leading buy‑side and sell‑side institutions,
built on deep market expertise, trusted execution and high‑quality client service.
Low-risk operating model
> No proprietary trading.
> Brokers act solely as intermediaries, supporting a capital‑light, low‑risk
business model with strong cash generation.
Technology and innovation
> Client‑led investment in innovative technology to enhance efficiency, connectivity
and insight.
> Fusion connects clients across every major asset class, supporting the
full trade lifecycle from price discovery to execution and post‑trade analytics.
Purpose-driven culture, led by our Triple-A values
> Accountability: this stems from a culture of honesty and integrity; when we are
accountable to ourselves, our colleagues, and our clients, it improves performance.
> Adaptability: we are open to new ideas, flexible and innovative, seeking out new
opportunities with an entrepreneurial spirit.
> Authenticity: we want our people to embody a culture of trust and honesty, where
people seek honest conversations, feedback and progress.
By understanding the forces shaping our markets and clients’ needs, we can
anticipate change and act on opportunity.
TP ICAP GROUP PLC Annual Report and Accounts 202514
We create value
For all of our stakeholders
Clients
We deliver superior liquidity and unique
data solutions, enabled by strength of
our talent, technology and global
market reach.
Collaboration with AWS is accelerating
Fusion’s development.
Employees
We prioritise attracting, developing and
rewarding talent, fostering an inclusive
and high‑performance culture.
69%
Employee engagement score of 69%
(2024: 67%).
Shareholders
We are committed to long‑term
value creation and the delivery of
sustainable returns.
Total dividend for the year up 4%
c.£600m
Buybacks and dividends delivered or announced
in the last three years.
Communities and environment
We are making good progress in
reducing our environmental impact and
resource consumption, while supporting
the communities in which we operate.
10%
Reduction in our Scope 1 and 2 carbon emissions
year‑on‑year.
Regulators
We maintain strong governance and
transparency, supported by regular and
constructive engagement with financial
industry regulators.
Constructive dialogue on the Group’s regulatory
capitalposition.
Suppliers and business partners
We aim to build sustainable, long‑term
partnerships based on collaboration
and integrity.
Read more
Stakeholder engagement – page 18
Understanding sustainability credentials
through supplier engagement.
Revenue generation
We generate revenue by:
> Broking and agency execution
services (91% of Group revenue);
and
> Data‑led solutions (9% of
Group revenue).
We operate four execution models:
> Name Passing1
> Matched Principal2
> Executing Broker3
> Introducing Broker4
The majority of our revenue
isdenominated in US Dollars
2025
 1 USD 63%
 2 EUR 16%
 3 GBP
11%
 4 Other
10%
1 Where the Group identifies and
introduces buyers and sellers who then
complete the transaction between
themselves at mutually acceptable terms.
2 Where the Group is the counterparty to
both the buyer and seller of a matching
trade (we hedge every client trade with an
equal transaction), and maintain client
anonymity. The Group also enters into
certain Total Return Swap transactions in
a similar matched principal fashion, in
response to continuing client demand.
3 Where the Group executes transactions on
certain regulated exchanges in respect of
client buy or sell orders, and then ‘gives‑
up’ the trade to the relevant client.
4 Where the Group arranges matched
transactions where the counterparties
transact through a third‑party clearing
entity acting as principal.
1
2
3
4
TP ICAP GROUP PLC Annual Report and Accounts 202515
Strategic report
Key performance indicators
Our KPIs are alternative performance
measures as defined by the European
Securities and Markets Authority
(‘ESMA’). We provide these to offer
additional insights into the Group’s
financial results.
TP ICAP GROUP PLC Annual Report and Accounts 202516
Total dividend per share
Reported (p)
2025
16.8
2024
16.1
KPI definition
Dividend per share is the amount of money
a company pays to shareholders for each
share they own. It is calculated by dividing
the total amount of dividends paid by the
number of shares outstanding.
Comment
The Group has a dividend policy which is
applied in calculating dividend per share.
The policy is to pay 50% of full‑year adjusted
profits (after tax) to shareholders. The total
dividend per share of 16.8 pence is 4%
ahead of 2024.
Adjusted EBIT/operating profit
Reported (£m)
2025
348
2024
324
KPI definition
Adjusted EBIT is defined as earnings before
net interest, tax, significant items, and share
of equity accounted investments’ profit
after tax. The KPI is used interchangeably
with adjusted operating profit. For a
definition of significant items, refer to
Appendix – Alternative Performance
Measures on page 189.
Comment
Adjusted EBIT measures the level of the
business’s profitability, on an underlying
basis, and therefore excludes significant
items. Adjusted EBIT increased by 7% relative
to 2024 (+10% at constant currency).
Contribution
Reported (£m)
2025
881
2024
868
KPI definition
Contribution is calculated as revenue less
broker compensation and other front office
costs. It also includes the revenue of
Parameta Solutions less direct costs.
Comment
Contribution is another measure of business
profitability, captured at the divisional
level. It provides an indication of business
division financials before management and
support costs. Group contribution improved
by 2%, increasing from £868m in 2024 to
£881m in 2025.
Adjusted earnings per share (‘EPS’)
Reported (p)
2025
33.5
2024
31.8
KPI definition
Adjusted earnings per share is calculated by
dividing the adjusted profit after tax by the
basic weighted average number of shares in
issue. See adjusted EPS section on page 191.
Comment
Over the long term, growth in shareholder
value and returns are linked to growth in
adjusted EPS, which measures the adjusted
profitability of the Group after tax and
interest costs. Adjusted EPS increased by
5% to 33.5 pence in 2025.
Revenue growth
Reported (%)
2025
4%
2024
3%
KPI definition
Revenue growth is defined as the annual
growth of total reported revenues. Group
revenues are shown on page 40.
Comment
Our core revenue growth is driven by
transactional volumes that reflect wider
market conditions. The Group delivered
agood financial performance against
abackdrop of macro and geopolitical-
driven volatility. Group revenues increased
4% year‑on‑year on a reported basis
(+6% at constant currency).
Adjusted EBIT margin
Reported (%)
2025
14.8%
2024
14.4%
KPI definition
Adjusted operating profit margin
is calculated by dividing adjusted
operating profit by revenue for the period.
A reconciliation of adjusted operating
profit to statutory operating profit is shown
on page 153.
Comment
Adjusted operating profit margin is a
measure of business profitability and is
principally driven by revenue, broker and
support staff compensation and other
administrative expenses. The adjusted
operating profit margin for 2025 was 14.8%,
an increase of 0.4 percentage points
compared to 2024.
2025 financial highlights
TP ICAP GROUP PLC Annual Report and Accounts 202517
Strategic report
Stakeholder engagement
The Board, together with
the Nominations & Governance
Committee, conducts an
annual reviewof the Group’s
key stakeholders.
Our stakeholders are an essential part
of our business model. Understanding
our stakeholders enables us to engage
in proactive and constructive dialogue
to ensure we consider their needs and
priorities in decision-making.
TP ICAP GROUP PLC Annual Report and Accounts 202518
Clients
Shareholders
Suppliers and
business partners
Communities and
environment
Employees
Regulators
TP ICAP
Group plc
The stakeholders below have been
identified by the Board as those
parties most likely to be affected by
its principal decisions and activities.
Delivering long-term sustainable value
forour stakeholders
TP ICAP Group plc is a Jersey registered company pursuant to
the Companies (Jersey) Law 1991, and therefore its Directors are
not subject to the UK Companies Act 2006 requirements. This
includes section 172(1) and sections 414CA and 414CB of the UK
Companies Act 2006.
Despite this, we are committed to active engagement with our
stakeholders. The Board recognises the differing needs and
interests of each stakeholder group and as such, tailors its
engagement approach for each key stakeholder group to foster
effective and mutually beneficial relationships. We understand
that positive relationships with our stakeholders promote high
standards of business conduct and governance.
Section 172(1) statement (including principal
decisions and engagement with stakeholders)
Section 172(1) of the Companies Act 2006 (‘Section 172(1)’),
requires a director of a company to act in the way that he
or she considers, in good faith, would most likely promote
the success of the company for the benefit of its members
as awhole.
The Board of Directors confirms that during the year ended
31 December 2025 it has acted in a way that itbelieves
promotes the long-term success of the Company for the
benefit of its members as a whole, recognising that a broad
range of stakeholders are material to the long-term success
of the business, whilehaving due regard to the matters set
out in Section 172(1).
A similar statement will be reported in the statutory
accounts for each of our active UK subsidiaries subject to
UK Companies Act 2006 requirements for the year ended
31 December 2025.
The Directors, both individually and collectively, believe
they have given due regard to the stakeholders and matters
set out in Section 172(1) (a) to (f) below:
(a) Consequences of any decision in the long term.
(b) The interests of the Company’s employees.
(c) The need to foster business relationships with suppliers,
customers and others.
(d) The impact of the Company’s operations on the community
and the environment.
(e) The desirability of the Company maintaining a reputation
for high standards of business conduct.
(f) The need to act fairly between members of the Company.
TP ICAP GROUP PLC Annual Report and Accounts 202519
Strategic report
Stakeholder
Employees
Our employees are crucial to the
ongoing success of the Group.
Shareholders
Our shareholders’ perspectives help
to support our strategy, growth, and
long-term success.
Clients
Our clients are fundamental to our
business and represent our most
significant business relationships.
Why we engage
> To maintain an effective, open culture.
> To ensure the employee voice is heard,
respected and valued.
> To create a company where all
employees are engaged, feel
recognised and can succeed.
> Regular engagement with
shareholders ensures Group
policies, practices and strategic
direction continue to meet their
expectations.
> Engagement provides a platform
to raise aspirations for the Group.
> Regular and effective dialogue
enables the Board to understand
their needs and gauge satisfaction
with the Group as a supplier and
business partner.
> Engagement enables the Group
to adapt to our clients’ evolving
priorities.
Key priorities
and interests
> Career development and learning.
> To feel valued, recognised and
rewarded.
> Honest, transparent and open
communication.
> Flexible working.
> Financial and operating
performance of the Group.
> Long-term sustainable and
profitable growth.
> Good governance, ESG and climate-
related practices and policies.
> Value and cost.
> High-quality services addressing
their liquidity needs.
> Good communication,
transparency and trust.
Strategic objective/
link to strategy
Group engagement
> Annual MyVoice – Workforce
engagement survey.
> Pay, reward and benefits.
> Employee communication through
varied channel delivery and content.
> Open invitation focus group
discussions were held across all regions
and roles.
> The CFO, CEO and Investor
Relations team attended key
investor meetings and
participated in a number of
investor roadshows in Europe and
the United States of America.
> In-person meetings with key
shareholders.
> The Group has been focusing on
a streamlined accounts receivable
process and providing support to
clients to enhance the trade
recaps and standardised billing
processes.
> Introduction of technology to
automate and improve services.
Board engagement
> Board receives and acknowledges
feedback from MyVoice surveys.
> Dedicated workforce Engagement
Non-executive Directors.
> Non-executive Directors hosted
employee engagement sessions.
> The Board and Remuneration
Committee reviewed the Group’s
pension and benefits offering to
ensure that they remained competitive.
> As a part of the Directors’
Remuneration Policy formal
consultation process, the Board
Chair and Chair of the
Remuneration Committee met
with the Group’s largest
shareholders representing c.50%
of our issued share capital
(including all of the top 10%
shareholders). Follow-up
engagement with shareholders
was conducted in relation to the
voting at the 2025 AGM.
> The Board reviewed and
approved the Supplier Code of
Conduct and Human Trafficking
Statement.
> The Board received client reports
and accounts receivables analysis.
> The Board considered the output
from client engagement and
dialogue.
Outcomes
> Employees have reported a
substantial understanding of the
Company’s strategy and values.
> The recommendation rate of TP ICAP
as a great place to work has risen to
72%, a 10% rise over four years.
> Following feedback from
shareholders, the Board approved
the continuation of the Group’s
share buyback programme.
> The streamlined accounts
receivable process has received
positive feedback from our clients.
Priorities for FY26
> Building on network building and cross
divisional team working to enhance
feelings of ‘belonging’.
> Formalise recognition of long-service
and good performance.
> Continued engagement and
dialogue with our shareholders.
> Consideration at the Board’s
Strategy Day of the best way to
achieve long-term sustainable
and profitable growth.
> Continue engagement and
dialogue to further the
understanding of our clients’
needs and improve services.
> Leverage the strategic
collaboration with Amazon
Web Services to provide new
and innovative products and
to strengthen the delivery of
existing products.
The following table summarises the Group’s engagement with each of our key stakeholder
groups during the year, why we engage with them, their key priorities and interests,
how the Group as a whole, as well as the Board, has engaged with them, progress
made on 2025 priorities and priorities for the year ahead.
Stakeholder engagement continued
TP ICAP GROUP PLC Annual Report and Accounts 202520
Regulators
As a global business, the Group is
subject to the requirements of several
different regulators.
Suppliers and
business partners
We foster strong sustainable
partnerships with our suppliers
and business partners based
on integrity and best business
practice.
Communities and environment
Our Sustainability strategy aims to address the
sustainability challenges and opportunities that are
relevant for the Group and is formed of three priorities:
1. Environmental commitment
2. Social impact
3. Responsible governance
> It is imperative that the business is kept
up to date with changes in legislation to
ensure full compliance with legal and
regulatory requirements.
> Regular engagement is vital
for ensuring the Group
continues to operate
effectively.
> Identification of risks and
strategies to ensure suppliers
and business partners are
able to fulfil our needs.
> The Group is committed to making a positive
contribution to local communities and is striving
to operate in a sustainable and responsible way,
while delivering value for stakeholders.
> Protecting consumers helping to ensure
market fairness and transparency.
> Managing systematic risk.
> Promoting competition and enforcing
compliance with regulations.
> Build and sustain long-
lasting mutually beneficial
relationships.
> Ensure that the Group continues to comply with
sustainability-related regulatory requirements.
> Enable the Group to create positive social outcomes
through its charitable giving programmes.
> Sector consultation and round table
exercises to better understand priorities
and needs, ensuring we instil and
practise Group-wide good governance
and oversight.
> Formalisation of strategic
partnerships to assist
TP ICAP with the continued
modernisation of the
Group’s infrastructure.
> Reliable calculation of Scope 1–3 emissions for
effective measurement and management of
environmental impacts.
> Maintain compliance with sustainability-related
regulation through strong ESG governance,
monitoring of emerging requirements, and training
that embeds regulatory expectations.
> Annual ICAP Charity Day where 100% of one day’s
revenue is donated to a variety of causes worldwide.
> The Board is kept informed of any legal
or regulatory changes.
> The Board drives the corporate culture of
the Group by determining the values and
by ensuring policies and procedures
promote high standards of business
conduct, and legal and regulatory
compliance.
> The UK Regulated Entity Boards and
members of the regulated boards within
the Group meet with regulators to
discuss the TP ICAP Group and key
industry developments.
> The Board receives updates
on supplier engagement
and large value contract
negotiations.
> Board approval of Modern
Slavery and Human
Trafficking Statement.
> The Board, through the Audit Committee, is updated
on changes to TCFD and sustainability-related
reporting requirements and practices.
> The Board holds oversight responsibility for the
Group’s ESG priorities and activities and discusses
and monitors progress made against targets set,
and challenges the Executive team accordingly.
> Consistent engagement with regulators
allows the Group to monitor the
regulatory environment, influence
policy-making and proactively work with
the business to implement requirements
in an accurate and timely manner.
> Further detail of the
outcomes linked to the
Group’s partnership with
Amazon Web Services can
be found on page 81.
> The Group’s Scope 1 and 2 carbon emissions reduced
by a further 10%.
> ICAP Charity Day raised £5.7m, benefitting more
than 100 charities globally.
> Further dialogue with industry peers to
help further regulatory best practice.
> Active participation in government and
trade bodies.
> Work closely with suppliers
to continue and build
sustained partnerships.
> Continue to prepare for incoming sustainability-
related regulatory requirements relevant to the
Group and its subsidiaries.
> Ensure that the Group remains on track to deliver
its goal of being carbon neutral in Scopes 1 and 2
carbon emissions by the end of 2026.
Key to strategic pillars
Diversification
Transformation Dynamic capital
management
TP ICAP GROUP PLC Annual Report and Accounts 202521
Strategic report
Sustainability
Our approach
to sustainability
At TP ICAP, sustainability means
connecting stakeholders, markets,
and ideas in ways that create
long-term value.
As a world-leading provider of market infrastructure, liquidity, and
over-the-counter (‘OTC’) data solutions, we play a critical role at the
centre of wholesale markets. By supporting efficient, transparent,
and resilient market functioning, we help promote economic
stability and sustainable growth.
Our approach is built on responsible business practices. We are
committed to managing our operations with integrity, strengthening
our culture, and ensuring our employees can thrive. This includes
fostering a diverse and inclusive workplace, upholding high standards
of conduct, and maintaining a robust approach to risk management.
These principles guide how we operate and how we create value for
all of our stakeholders and the communities we serve.
Our sustainability commitments
We connect responsible business practices with long-term value
creation. Our commitments extend beyond our role in markets to
include environmental stewardship, community engagement, and
the wellbeing of our employees. Guided by our Code of Conduct
and corporate values, we uphold strong governance and a culture
of accountability.
Environmental commitment
We recognise our environmental responsibilities and support our
clients as they transition to a low-carbon economy. We continue
to reduce our operational carbon footprint and improve the
efficiency of our energy use.
Read more
See pages 23 to 25
10%
reduction in Scope 1 and 2
carbon emissions
38%
of our electricity now comes
from renewable sources
Social impact
We are committed to fostering an inclusive, supportive culture
and creating meaningful opportunities for our employees and
the communities where we operate. Our programmes help
colleagues connect, learn, and contribute to causes that matter.
Read more
See pages 26 to 33
£5.7m
raised through
ICAP Charity Day
7
active employee
Accord Networks
Responsible governance
We maintain strong governance practices to ensure effective
oversight of our ESG performance and to create value that
extends beyond our operations.
Read more
See pages 34 to 37
AAA
MSCI ESG ‘AAA’ rating,
up from ‘AA’ in 2024
18%
increase in average training
hours per employee
TP ICAP GROUP PLC Annual Report and Accounts 202522
Environmental
commitment
We continue to evolve our approach
to meet the demands of a changing
world, recognising the urgent need
to address climate change.
Our commitment begins with our own operations: TP ICAP is
on track to achieve operational carbon neutrality by reducing
consumption and emissions across our offices and investing in
credible carbon offsets.
As the world’s largest inter-dealer broker, we also play a critical
role in supporting the global energy transition. Through our
brokers and trading venues, we connect clients to sustainable
energy markets, facilitating price discovery and liquidity in
products that help clients manage risk and unlock opportunity.
By linking ambition with execution, we empower clients to align
their strategies with global climate and sustainability goals.
Our key priority areas
Operational carbon neutrality
We are committed to minimising the environmental impact of
our operations, with a particular focus on reducing greenhouse
gas (‘GHG’) emissions. Our priorities include:
> Reducing our Scope 1 and 2 GHG emissions; and
> Increasing the use of renewable energy.
Supporting our clients
We leverage our global network capabilities to connect clients
to liquidity and data solutions to help them advance their own
sustainability objectives. This includes:
> Developing and expanding markets for Renewable Energy
Certificates (‘RECs’) and a broader range of renewables-linked
products; and
> Providing insights and data-led solutions to help market
participants navigate fast-moving sustainability-linked
markets with confidence.
Embedding ESG into new business initiative approvals
Environmental, Social and Governance (‘ESG’) considerations
are integrated into how we evaluate and approve new business
initiatives. Through our Change Management Framework, all
proposals are reviewed and scored against defined ESG criteria.
Our ESG assessments include questions on:
> Emissions impact;
> Gender representation; and
> The sustainability characteristics of the relevant asset class.
Our targets
To be carbon neutral in Scopes
1 and 2 GHG emissions by the
end of 2026.
2026
Our progress
Reduced Scope 1 and 2
GHG emissions by a
further 10%.
10%
TP ICAP GROUP PLC Annual Report and Accounts 202523
Strategic report
6,182
1,442
5,255
756
4,833
597
2025
2024*
2023
Scope 1 (tCO
2
e) Scope 2 (tCO
2
e)
Sustainability continued
Reducing our operational emissions
To achieve our Scope 1 and 2 emissions target we are focused on
three core actions:
Organic reductions in Scope 1 and 2 GHG emissions
We continue to reduce our Scope 1 and 2 GHG emissions through
ongoing property rationalisation and targeted efficiency measures.
We remain on track to achieve operational carbon neutrality by the
end of 2026, prioritising emissions reduction as far as practicable
before compensating for any residual emissions with certified,
high-quality carbon credits.
Increasing our use of renewable energy
Although we lease all our office and data centre space, and
therefore do not directly control utility providers or tariffs, we
continue to work closely with our landlords and other third-party
suppliers to increase the proportion of renewable energy used
across our estate.
We report our market-based Scope 2 emissions (see page 65), which
includes the renewable energy supplied to our sites. This year, 38%
of our total purchased electricity came from renewable sources,
with 100% of the electricity we use in the UK being renewable. We
will continue to collaborate with landlords and suppliers to increase
renewable sourcing over time.
Waste generation and water consumption
Our approach to calculating waste combines landlord-provided
data and estimates. In 2025, we generated approximately 1,000
tonnes of waste, which was disposed of through a mix of recycling
and waste-to-energy channels.
We aim to operate responsibly in our consumption of natural
resources. Working with our office landlords, we monitor and
manage water use and ensure appropriate waste disposal. Due to
variations in data availability across our leased estate, we do not
have a complete global picture of our water consumption and
waste generation.
2025 GHG emissions performance
Our total Scope 1 and 2 GHG emissions for 2025 were 5,430 tCO
2
e,
a reduction of 10%. These reductions reflect the continued impact
of our real estate consolidation programme and new energy efficiency
measures introduced during the year. A full breakdown of our 2025
GHG emissions is provided on page 65.
Supporting our clients
TP ICAP is uniquely positioned to support clients through the global
energy transition, connecting them to liquidity and data solutions
that accelerate progress towards a low-carbon economy.
From emissions trading and carbon offsets to weather derivatives,
battery metals, and other energy-transition commodities, our
brokers and platforms create transparent, liquid markets that help
clients manage risk and capture opportunities.
Key highlights include:
> Carbon markets and emissions trading remain a vital tool in the
energy transition. In 2025, our Energy & Commodities (‘E&C’)
division brokered 2.4bn CO₂ metric tonne equivalents of emissions
credits, and 7.4m metric tonnes of voluntary emissions credits.
> Parameta Solutions partnered with General Index to develop the
first comprehensive Guarantees of Origin benchmarks, providing
greater transparency in the rapidly expanding renewable energy
market. This collaboration supports the energy transition by
enabling market participants to meet emerging regulatory
expectations and make more informed decisions regarding
renewable energy sourcing.
2025 GHG emissions performance
1 An increase from 10% in 2023.
* 2024 data has been restated, see page 65 for further detail.
TP ICAP GROUP PLC Annual Report and Accounts 202524
Mediterranean Blue Carbon Credits
– pioneering marine conservation
through impact finance
In June 2025, TP ICAP was appointed as the exclusive
distributor of the first Mediterranean Blue Carbon Credits,
launched at the United Nations Ocean Conference (‘UNOC 3’).
These credits, certified by the French Government and issued
by the ELYX Foundation, support the protection and restoration
of 6,500 hectares of Posidonia seagrass meadows in the
French Mediterranean. These meadows are among the
world’s most effective marine carbon sinks, supporting
climate mitigation, biodiversity, and coastal resilience.
More than 32,000 credits have been certified and brought to
market, with the French Ministry for Europe and Foreign Affairs
serving as the inaugural purchaser, demonstrating growing
public-sector confidence in scalable, nature-based solutions.
As exclusive distributor, TP ICAP is leveraging its global
markets infrastructure to channel capital into high-integrity
environmental projects that combine scientific rigour,
technological innovation, and measurable ecological benefit.
This initiative exemplifies how TP ICAP advances the UN
Sustainable Development Goals, accelerates the transition to
a low-carbon economy, and strengthens market confidence in
emerging blue carbon solutions. Building on this success, we
will continue to expand our presence in blue carbon markets
and deepen our role in sustainable finance.
TP ICAP GROUP PLC Annual Report and Accounts 202525
Strategic report
Sustainability continued
Social impact
At TP ICAP Group, we recognise
that our business thrives when our
colleagues and communities do.
We connect talent, ideas and opportunity to create a workplace
that values diversity, supports growth, and delivers social impact.
By focusing on inclusion, capability building, and community
engagement, we aim to help build a fairer future for everyone.
This commitment reflects our belief that social responsibility is
fundamental to long-term success and to our role as a trusted
global partner.
Our key priority areas
Our employees
We empower colleagues with the skills, knowledge, and
opportunities they need to grow and excel. Our learning and
development programmes provide clear pathways for
progression and the tools employees need to build fulfilling
careers while contributing to TP ICAP’s success.
Diversity and inclusion
We believe diverse perspectives strengthen decision-making,
enhance collaboration and drive innovation. We are committed
to building an equitable workplace where every colleague is
valued and able to succeed.
Community impact
We support meaningful community contributions through our
economic activity, strategic charitable partnerships, and our
commitment to employee volunteering and fundraising.
Our targets
38%
Increase in female
representation within our
non-broking employee base
from 34% to 38% by the end
of 2025.
1
Our progress
35%
Female representation
maintained at 35% in
non-broking roles.
15%
Increase in ethnic minority
representation within our
Group senior management
population from 13% to 15%
by the end of 2027.
2
11.6%
Ethnic minority representation
decreased to 11.6%.
25%
Women in Finance Charter
target of 25% senior women in
the business by 2025.
3
28%
Increased representation of
women in senior management
roles from 25% to 28%.
1 Target set in 2021.
2 Target set in 2023.
3 Target set in 2018.
TP ICAP GROUP PLC Annual Report and Accounts 202526
Our employees
Attracting, developing, and retaining talented, engaged
employees is central to our success. We work to cultivate an inclusive
and positive culture where colleagues can build meaningful careers
and contribute to our long-term growth.
Overall engagement at TP ICAP has risen to 69%, with 72% of
respondents recommending it as a great place to work, a 10%
increase over four years. Strengths include empowerment (68%,
up from 43%), learning and development (66%), manager support
(78%), values and culture (85% know values, 83% understand how
to demonstrate them), and wellbeing and inclusion (71% feel
belonging, 73% recognise diversity commitment). Areas for
improvement include systems and processes that hinder
productivity, and clearer links between feedback and action.
This year, we introduced Anytime Feedback, enabling colleagues
and managers to give or request feedback year-round. Integrated
within our performance management system, it supports a continuous,
transparent performance culture through timely recognition and
actionable insights.
We also introduced two new programmes to accelerate broker
readiness and develop future leaders:
> E&C Academy; and
> Global Broking Broker Trainee Programme.
Both provide technical training, hands-on learning, and structured
mentoring to help new brokers build capability and confidence.
Our global internship initiative continued to foster early careers,
providing practical business experience. The programme
maintained a strong focus on inclusivity, with a balanced gender
mix across the global cohort.
Priorities for next year
In 2026, we will continue investing in management and leadership
development with the launch of PeopleWorks 2.0, the next phase of
our management development curriculum. We will also complete
deployment of our global Talent and Succession framework,
including new programmes for High Potential and High Professional
talent groups. New resources on learning and talent will further
support employees in developing their careers at TP ICAP.
Compass Leadership Programme
Compass is our Group-wide initiative to invest, simplify and
transform the organisation. As part of this, the Compass
Leadership Programme supports leaders to navigate
organisational transformation with confidence and clarity.
This year, 250 leaders took part, gaining practical tools to
inspire trust, drive strategic impact and lead teams through
change. Through experiential workshops and peer learning,
the programme builds capability in purpose-driven
leadership, stakeholder engagement and sustaining
momentum. By fostering a strong leadership community
and aligning behaviours with business priorities, it equips
leaders to deliver performance while supporting the wider
Compass transformation.
TP ICAP GROUP PLC Annual Report and Accounts 202527
Strategic report
Sustainability continued
Employee diversity and inclusion
Gender representation by category
Category
Current reporting year (2025) Comparison reporting year (2024)
Female Male Not disclosed Female Male Not disclosed
Executive management 6 (32%) 13 (68%) 7 (39%) 11 (61%)
Non-executive management 39 (30%) 89 (70%) 33 (29%) 78 (71%)
Professionals 234 (24%) 728 (76%) 1 (0%) 213 (23%) 730 (77%)
All other employees 1,213 (27%) 3,255 (73%) 16 (0%) 1,143 (27%) 3,154 (73%) 9 (0%)
US-only employee racial/ethnic group¹
Category
Current reporting year (2025) Comparison reporting year (2024)
Asian
Black or
African
American
Hispanic
or Latino White Other
Not
disclosed Asian
Black or
African
American
Hispanic
or Latino White Other
Not
disclosed
Executive management 3
(100%)
2
(100%)
Non-executive management 1
(4%)
26
(93%)
1
(4%)
1
(5%)
20
(90%)
1
(5%)
Professionals 23
(9%)
7
(3%)
11
(4%)
164
(63%)
6
(2%)
51
(19%)
29
(11%)
6
(2%)
10
(4%)
177
(66%)
5
(2%)
43
(16%)
All other employees 80
(6%)
41
(3%)
90
(7%)
696
(56%)
24
(2%)
301
(24%)
105
(8%)
37
(3%)
95
(8%)
739
(60%)
15
(1%)
245
(20%)
1 We collect ethnicity/racial demographic data for US-based employees to meet the reporting requirements set out by the US Equal Employment Opportunities Commission.
Employee turnover and new hires
Current reporting year (2025) Comparison reporting year (2024)
Female Male Not disclosed Female Male Not disclosed
Turnover by gender 246 (29%) 608 (71%) 2 (0%) 251 (31%) 557 (69%) 5 (1%)
New hires by gender
319 (31%) 694 (68%) 12 (1%) 302 (34%) 583 (65%) 8 (1%)
Current reporting year (2025) Comparison reporting year (2024)
<30 30–50 50+ Not disclosed <30 30–50 50+ Not disclosed
Turnover by age group 267
(31%)
386
(45%)
202
(24%)
1
(0%)
279
(34%)
355
(44%)
169
(21%)
10
(1%)
New hires by age group 490
(48%)
381
(37%)
131
(13%)
23
(2%)
454
(51%)
337
(38%)
84
(9%)
18
(2%)
Current reporting year (2025) Comparison reporting year (2024)
APAC EMEA Americas APAC EMEA Americas
Turnover by region 216 (25%) 420 (49%) 220 (26%) 190 (23%) 389 (48%) 234 (29%)
New hires by region 326 (32%) 483 (47%) 216 (21%) 244 (27%) 454 (51%) 195 (22%)
TP ICAP GROUP PLC Annual Report and Accounts 202528
Share of employment contracts
Employee contract by gender
Current reporting year (2025) Comparison reporting year (2024)
Female Male Not disclosed Female Male Not disclosed
Permanent 1,429 (26%) 4,002 (73%) 17 (0%) 1,358 (26%) 3,921 (74%) 9 (0%)
Temporary 63 (43%) 83 (57%)
38 (42%) 52 (58%)
Employment type by gender
Current reporting year (2025) Comparison reporting year (2024)
Female Male Not disclosed Female Male Not disclosed
Full-time 1,448 (26%) 4,072 (74%) 17 (0%) 1,355 (25%) 3,950 (74%) 9 (0%)
Part-time 44 (77%) 13 (23%)
41 (64%) 23 (36%)
Employee contract by region
Current reporting year (2025) Comparison reporting year (2024)
APAC EMEA Americas APAC EMEA Americas
Permanent 1,325 (24%) 2,598 (48%) 1,525 (28%) 1,18 4 (22%) 2,583 (49%) 1,521 (29%)
Temporary 30 (21%) 107 (73%) 9 (6%) 26 (29%) 55 (61%) 9 (10%)
> Employee data includes permanent, temporary, and fixed-term contract (‘FTC’) employees of the Group and its subsidiaries. It excludes contingent workers that may need
to access a TP ICAP location or system for a specific purpose on a short-term basis.
> The data represents headcount and not full-time equivalent (‘FTE’).
Diversity and inclusion
Our diversity and inclusion (‘D&I’) strategy focuses on:
> Embedding inclusive leadership;
> Bringing inclusion to life;
> Improving systems and structures;
> Accelerating progress in under-represented groups; and
> Enhancing our external profile as an employer of choice.
Our Accord Employee Networks play an important role in making
the Group a diverse and inclusive workplace by bringing the voices
of our staff to life. Run by colleagues, for colleagues, the networks
connect and support them on a variety of topics including gender,
health and wellbeing, LGBTQ+, multi-cultural, veterans, and
disability, cancer & neurodivergence. They are global with regional
chapters, open to members and allies. In 2025 we piloted an Early
Professionals Network, which will be rolled out to all regions in
2026. Employee sentiment on inclusion has increased from 66%
to 73% in four years.
Progress this year
In 2025, we continued to strengthen our diversity, equity and
inclusion (‘DEI’) approach, with inclusion embedded as a driver of
innovation, risk management and talent development. Our FAIR
model (Fairness, Access, Inclusion, Representation) remained
central to our strategy and internal messaging.
We delivered a global programme of colleague-focused activities,
including disability awareness workshops, speaker events, Pride
initiatives, cultural celebrations and early career outreach across
our offices.
We also improved our DEI data and reporting capabilities,
increasing consistency and supporting more evidence-based
decision-making. A review of attrition among women informed
updates to our Employee Value Proposition and exit processes.
During the year, we strengthened our Accord Network structures by
clarifying leadership roles and objectives, and we expanded our
industry partnerships and cross-market collaboration to support
visibility, engagement and belonging.
Our target to increase female representation in non-broking roles
from 34% to 38% by the end of 2025 has now expired. While we
made progress, female representation has remained broadly stable
at around 35% over the period. Moving forward, we will continue
to focus on strengthening gender diversity through our established
business as usual processes. This includes ongoing monitoring of
representation levels, regular reporting through our internal
governance frameworks, and targeted actions to support the
attraction, development and retention of women across the
organisation. This approach ensures sustained accountability
while embedding gender diversity into our long-term talent and
inclusion strategy.
Priorities for next year
This year, we strengthened our DEI foundations by improving data,
governance and our networks, and by embedding inclusion into
everyday working practices.
In 2026, we will focus on intelligent inclusion, using technology,
insight and leadership capability to ensure fairness, access and
belonging across the employee lifecycle. Key priorities include
faster and fairer hiring, improving colleague support with
particular attention to parental leave, strengthening culture and
recognition, and providing managers with real-time tools to build
an inclusive and future-ready workforce.
TP ICAP GROUP PLC Annual Report and Accounts 202529
Strategic report
Sustainability continued
Community impact
We are committed to making a meaningful and lasting impact in
the communities where we live and work. Through our economic
contributions – such as creating jobs, generating revenue, and
supporting efficient global markets – we help drive prosperity and
stability. Beyond our economic role, our social initiatives, including
ICAP Charity Day, volunteering programmes and long-term
community partnerships, enable us to give back and support those
in need. Together, these efforts reflect our dedication to fostering
both economic and social wellbeing.
Economic impact
We operate in 28 countries with more than 60 offices. In 2025,
the Group generated around £2.4bn in revenue (2024: £2.3bn)
and paid £578m to tax authorities (2024: £578m). This included
corporation tax, premises taxes, employer’s social security
payments, income taxes, withholding tax, social security paid on
behalf of employees in the UK and the US (the main jurisdictions
in which we operate), and VAT/sales taxes borne and collected.
The Group also makes tax payments to the authorities in other
tax jurisdictions in which it operates.
As our employees are our main resource, we paid £1.5bn in annual
compensation and benefits. We also contributed £494m in general
and administrative expenses through our global supply chain.
Collectively, these direct and indirect contributions demonstrate
the significant role TP ICAP plays in supporting economic
activity worldwide.
We also play a critical role in enabling well-functioning global
wholesale markets. By providing access, price discovery and
liquidity, we help clients to serve their end-customers effectively,
whether to start or grow a business, buy a home, or invest in
a pension.
Investing in communities
Through ICAP Charity Day (see pages 32 and 33), employee
volunteer initiatives, and Group-wide social mobility partnerships,
we work to make a positive and measurable social impact.
Championing social mobility with National Numeracy
Numeracy is a fundamental life skill and an important driver of
social mobility. Since 2018, we have partnered with National
Numeracy, a UK charity dedicated to helping people build
confidence and competence with numbers, and our funding has
supported the development of tools and resources for both adults
and young people.
As a founding partner of Number Confidence Week, we continue
to support the charity’s wider mission. The 2025 Money Matters
campaign inspired 289,219 actions to build number confidence,
a 49.8% increase on the previous year, contributing to more than
743,000 actions taken since the initiative began. Survey feedback
highlighted strong impact, with 97% of participants reporting
greater awareness of the role of numeracy in everyday life and 95%
feeling inspired to improve their skills.
In February 2026, (post-reporting period), we announced a new
chapter in this partnership, marking a significant step forward in
our community investment strategy. Together, we are introducing
two National Numeracy programmes in Northern Ireland for the
first time, reinforcing Belfast’s role as a growing centre of excellence
for TP ICAP.
These programmes include:
> Schools and Families Programme: works with primary schools to
help families build confidence in maths and understand its value
beyond the classroom; and
> Numeracy for Success Programme: trains adults as Numeracy
Champions who are embedded in communities and workplaces
to promote lifelong numeracy skills.
Through this partnership, we aim to support up to 20 schools and
train 10 Numeracy Champions in 2026, creating lasting benefits for
education, confidence, and employability in the region.
TP ICAP GROUP PLC Annual Report and Accounts 202530
Global Volunteer Week
In June 2025, TP ICAP hosted its first Global Volunteer Week,
bringing together colleagues from eight offices across the
world, including London, Belfast, Hong Kong and São Paulo.
The initiative encouraged employees to use their two paid
volunteering days to support local charities, reinforcing our
commitment to community engagement.
Across five days:
> 226 volunteers participated;
> Delivering more than 250 sessions; and
> Contributing almost 500 hours to community organisations.
Together, volunteers:
> Prepared over 10,000 meals for people experiencing
food insecurity;
> Assembled 1,450 activity bags for seriously ill children; and
> Supported fundraising events and community projects.
The impact was significant: charities received vital hands-on
support, and colleagues reported a renewed sense of purpose,
connection and pride. Building on this success, we will expand
the programme in future years, ensuring volunteering remains
a core part of our culture.
TP ICAP GROUP PLC Annual Report and Accounts 202531
Strategic report
Sustainability continued
ICAP Charity
Day 2025
On Thursday 11 December, ICAP held
its 33rd annual global Charity Day.
Since 1993, ICAP Charity Day has raised funds for charities around
the world, with 100% of one day’s revenue being donated to
various causes. As always, stars from film, TV, music, and sport
joined our brokers to close deals with clients.
Since 1993
£175m+
Raised
7.7m+
People positively impacted
£5.7m
Raised by ICAP Charity Day 2025
Fundacion Mark
New York
Conor Benn
Haven House Children’s Hospice
Emma Bunton
Chickenshed
Kelly Osbourne
The King’s Trust
Gotcha4Life
Sydney
Colin Farrell
Edward Charles Foundation
Stormzy
Merky Foundation
TP ICAP GROUP PLC Annual Report and Accounts 202532
ICAP, Singapore
Chance to Shine
London
Jean Baptiste Guegan
Tout Le Monde Contre Le Cancer
Orlando Bloom
Core Foundation
3,000+
causes supported since 1993
Emma Thompson
Helen Bamber Foundation
Plastic Free Foundation
Sydney
ICAP, Kuala Lumpur
100+
charities supported globally in 2025
TP ICAP GROUP PLC Annual Report and Accounts 202533
Strategic report
Sustainability continued
Responsible
governance
We connect with our stakeholders
by upholding the highest standards
of governance. Strong, transparent
practices are the foundation of trust
and enable meaningful engagement
across our business.
By embedding robust governance into every decision – from
Board oversight to frontline conduct – we ensure effective
management of ESG performance and create value that extends
beyond our operations. This commitment helps us navigate
challenges openly, act ethically, and maintain confidence
among clients, colleagues, regulators and shareholders.
Our key priority areas
Good governance
Strong governance is essential to our long-term success.
We maintain robust structures and processes that promote
accountability, support informed decision-making, and drive
sustainable growth.
ESG reporting and performance management
Effective measurement and transparent reporting of our ESG
performance allows us to identify, assess, and actively manage
our economic, environmental and social impacts.
Business ethics
We are committed to conducting business responsibly, guided
by our Code of Conduct and a strong compliance culture.
By embedding ethical principles into decision-making, we
protect our reputation and reinforce our position as a trusted
market leader.
Our progress
AAA
Awarded ‘AAA’ rating from
MSCI, recognising our strength
in reporting and managing
ESG issues.
18%
Increased average training
hours per employee by 18%.
B
Awarded ‘B’ by CDP for
our approach to climate-
related topics.
TP ICAP GROUP PLC Annual Report and Accounts 202534
Good governance
Our corporate values
Our corporate values of Accountability, Adaptability and
Authenticity are fundamental to strong governance and underpin
the way we operate as a trusted market infrastructure provider.
> Accountability ensures we take ownership of our decisions and
uphold the highest standards of conduct.
> Adaptability enables us to respond effectively to evolving market
conditions and regulatory expectations, reinforcing the resilience
of our governance frameworks.
> Authenticity fosters an open, ethical culture where colleagues act
with integrity.
Together, these values strengthen our governance approach and
help ensure we create long-term, sustainable value for all.
Board-level oversight and engagement
Tracy Clarke, the Non-executive Director responsible for ESG
engagement, works closely with the management team to
ensure the Board has clear oversight of the Group’s strategy
and performance from an ESG perspective. Further details can
be found in the Governance report from page 66. Our governance
arrangements under the TCFD framework are set out on pages
56 to 65.
Senior management
Each of our three Executive Directors – the Group CEO, Group CFO
and Group General Counsel – had ESG-related objectives included
in their 2025 Strategic Objectives, as agreed by the Remuneration
Committee. Progress against these objectives was assessed as part
of annual performance reviews (see the scorecard in the
remuneration section on pages 114 to 116).
> The Group General Counsel leads the delivery of the Group’s ESG
programme and provides regular updates to the Board.
> The Group CFO is responsible for delivering the Group’s climate-
related reporting, supported day-to-day by the Group Director
for Corporate Affairs.
Managing business continuity and technology risks
Our Operational Resiliency Framework and Business Continuity
Management approach are designed to ensure we can prevent,
respond to, recover from, and learn from disruption. Our objectives
are to keep colleagues safe, protect our systems, minimise business
disruption, and manage crises effectively.
> Global and regional crisis management teams oversee
incident response.
> All events are escalated in line with our Event Rating and
Escalation Scale, set out in the Enterprise Risk Management
Framework (‘ERMF’).
> Global and Regional Change Advisory Boards review and
approve technology updates.
> IT incidents are managed based on severity, aligned to
application and IT services tiering.
The Group was awarded an ‘AAA’ rating by MSCI, one of the
world’s leading ESG ratings agencies, up from ‘AA’ in 2024.
Our AAA status places us in MSCI’s ‘Leader’ category for our
industry group, recognising the strength of our approach to
managing and reporting on ESG issues.
We completed the CDP Climate Change Questionnaire
to secure external benchmarking. In early 2026,
CDP awarded TP ICAP ‘B’, demonstrating that we are
addressing our environmental impacts and ensuring good
environmental management.
TP ICAP GROUP PLC Annual Report and Accounts 202535
Strategic report
Sustainability continued
Cybersecurity
Cybersecurity is recognised as a risk faced by the Group, consistent
with the operating environment in which the TP ICAP conducts its
business. Cyber threats have the potential to affect operational
continuity, information security, and regulatory compliance.
TP ICAP has operations in place intended to support the
management of cybersecurity risk, including policies, procedures,
and governance structures, which are kept under review in light
of changes in the threat landscape and relevant legal and
regulatory requirements.
Oversight of cybersecurity matters is subject to senior management
attention, and the Group undertakes activities designed to
promote awareness of cybersecurity risks among employees,
amongst other measures designed to support the Group’s overall
risk management framework.
ESG reporting and performance management
We are committed to strong, transparent ESG reporting and
to meeting all ESG-related regulatory requirements. This year,
we conducted a double materiality assessment to prepare for
future regulations and to inform a strategic review of our
sustainability priorities.
Our assessment methodology combined:
> Analysis of internal and external data sources;
> Interviews with subject matter experts; and
> Scoring thresholds to assess both impact materiality and
financial materiality.
The outcomes will be embedded into our Sustainability strategy
in 2026, guiding the prioritisation of initiatives and supporting
progress against our environmental and social objectives. This
structured approach strengthens resilience and ensures our
reporting remains aligned to an evolving regulatory landscape.
We continue to meet climate-related reporting requirements in line
with the Task Force on Climate-related Financial Disclosures (‘TCFD’).
Our 2025 TCFD statement is included within this report on pages
56 to 65.
ESG ratings
We view ESG ratings as an important indicator of our commitment
to transparency and sustainability. Through active engagement with
ratings agencies, we have continued to enhance our performance.
> MSCI awarded the Group a ‘AAA’ rating (up from ‘AA’ in 2024),
placing us in its ‘Leader’ category for our industry group.
> CDP awarded us a ‘B’ for our response to its Climate Change
assessment, the Group’s highest ever CDP score.
ESG risk management
We manage our ESG-related risks through our Enterprise Risk
Management Framework (‘ERMF’), as set out on pages 50 and 51.
Business ethics
We are committed to upholding the highest standards of integrity
across the organisation. Our Code of Conduct outlines these
expectations and is supported by a range of policies, including the
Employee Handbook, Regional Compliance Manuals, Malus and
Clawback Policy, Whistleblowing Policy, and Supplier Code of Conduct.
Artificial Intelligence (‘AI’) governance
We recognise the growing importance of AI in supporting business
efficiency, innovation and client service, and the need for its
responsible use. AI development and deployment are governed
through a centralised framework, supported by a dedicated AI &
Innovation Lab and clear executive accountability, including a
Group AI Policy approved by senior management. AI initiatives are
subject to proportionate risk and impact assessments and operate
within the Group’s existing enterprise risk management,
information security and operational resilience frameworks.
Governance arrangements continue to evolve in line with
regulatory expectations and industry standards, with ongoing
oversight to ensure AI is deployed in a controlled, transparent and
secure manner.
Whistleblowing
Our Whistleblowing Policy ensures concerns are addressed fairly
and effectively. Employees, suppliers, and other third parties
can raise concerns through our independently managed hotline,
available 24/7. The Audit Committee oversees the effectiveness of
our whistleblowing system and controls. For more details, see the
Audit Committee report on pages 92 to 97.
Training and conduct
All colleagues complete mandatory training designed to enhance
professional integrity and prevent misconduct. Modules include:
> Preventing Market Abuse
> Anti-Bribery & Corruption
> Anti-Money Laundering
> Sanctions
> Cybersecurity
This year, we introduced new Whistleblowing Awareness training
for all managers globally, and Non-Financial Conduct training for
all EMEA employees. Training is tailored to role and region, and
employees attest annually that they have read and understood their
region’s Compliance Manual and the Code of Conduct. Completion
is tracked and contributes to annual performance reviews.
In 2025, the average number of training hours per employee was
8.7, up from 7.4 in 2024.
Supplier standards
We hold our suppliers to high standards through our Supplier Code
of Conduct, which covers workforce and human rights, health and
safety, diversity, and environmental sustainability.
More online
Read our Supplier Code of Conduct on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
procurement-and-modern-slavery
TP ICAP GROUP PLC Annual Report and Accounts 202536
Human rights and modern slavery
We support the UN Guiding Principles on Business and Human
Rights. We are committed to taking steps to combat the risk of any
form of modern slavery occurring in our business or supply chain.
More online
Read our modern slavery commitments on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
Tax and other social payments
Our Group’s Tax strategy, available on our website, sets out our
commitment to complying with tax laws responsibly and
maintaining open, constructive relationships with tax authorities
globally. The Group’s tax risk appetite is low.
More online
Read our Group Tax strategy published on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
group-tax-strategy
Political contributions
Nil. It is Company policy not to make cash contributions to any
political party. However, within the normal activities of the Group,
there may be instances where activities fall under the broader
definition of ‘political expenditure’. Therefore, we seek shareholder
authority to make limited donations at each AGM.
TP ICAP GROUP PLC Annual Report and Accounts 202537
Strategic report
Financial and operating review
Surplus cash released from legal entity rationalisation
£50m
Enhanced share buyback
£80m
Dividends and buybacks delivered or announced in the
last three years
c.£600m
TP ICAP GROUP PLC Annual Report and Accounts 202538
“The Group delivered record revenues and profits,
maintained tight cost discipline and saw strong
momentum across our core Global Broking business.”
Introduction
The Group had a record 2025, with total revenue of £2,353m
(2024: £2,253m), an increase of 6% at constant currency¹ or +4% at
reported exchange rates. The Group has now delivered continued
top-line growth annually since 2021, with a four-year CAGR of 5.5%
at constant currency, which underlines the strength of the diversified
business model.
This year’s performance was principally driven by strong growth
in our Global Broking business, which achieved record revenue of
£1,376m (2024: £1,274m). Revenue increased by 10% at constant
currency (+8% reported), helped by particular strength in Rates,
Credit and Equities.
In Energy & Commodities, our over-the-counter (‘OTC’) energy and
commodities broking business, we saw a decline in revenue of 2%
at constant currency (-3% reported) against a record prior year
which was the culmination of a 22% at constant currency growth
across 2022–24. This was despite a very challenging environment for
talent recruitment. We implemented a successful hiring programme
in the second half of the year, with new hires expected to begin to
contribute during the current fiscal year.
We also delivered growth in Liquidnet, our multi-asset²,
technology-led, agency execution business, with revenue up 4%
at constant currency to £365m (+3% reported), as we invested to
scale the platform.
Parameta Solutions, our subscription-based data solutions and
analytics business, achieved revenue growth of 5% at constant
currency (+2% reported). This reflects a stabilisation of the revenue
growth following our focus on optimising our pricing strategy and
significant investments into the sales organisation and product
delivery operations.
Group adjusted EBIT³ grew 10% at constant currency to £348m
(+7% reported), reflecting a continued focus on enhancing broker
productivity, which resulted in a 4% increase in average revenue per
broker at constant currency. We were also focused on disciplined
cost management: our operational efficiency programme, which
runs through to 2027, is progressing well and remains on track to
deliver against our previously stated objectives, with in-year 2025
savings of £21m offsetting additional inflationary and expansion
costs. This supported a 0.5ppts improvement in the Group adjusted
EBIT margin³ to 14.8% (2024: 14.3% at constant currency).
Significant items reduced by 18% to £61m net of tax (2024: £74m).
Almost half of these were non-cash and included the planned
investment in our operational efficiency programme. Reported
EBIT rose 14% at constant currency (+12% reported) to £264m
(2024: £231m at constant currency).
Capital discipline remains a strategic focus for the Group. At the
half year we stated we expected to generate approximately £200m
of surplus cash organically over 2026 and 2027, including £50m
realised through our legal entity rationalisation programme.
Today we are announcing a share buyback of £80m. This includes
the £50m legal entity rationalisation cash release that we have
delivered two years ahead of target and brings the total share
buybacks announced in the last three years to £230m. This brings
the total of the dividends and buybacks delivered or announced
in the last three years to almost £600m.
During the period, we issued a new £250m Sterling Note, maturing
in 2032, and launched a tender offer that enabled us to buy back
over 90% of our £250m Sterling Note maturing in May 2026.
We continue to maintain a gross debt to Adjusted EBITDA
leverage ratio³,⁴ of 1.6x, supported by strong profit generation
and debt management.
Finally, in line with our dividend policy, the Board is proposing a
final dividend of 11.6 pence per share, representing a full-year 2025
dividend of 16.8 pence per share, up 4%.
Robin Stewart
Executive Director and Chief Financial Officer
12 March 2026
1 Prior year comparatives retranslated at current year foreign exchange rates
to support comparison on an underlying basis.
2 Multi-Asset (equity derivatives, rates, futures, and advisory services) Agency
Execution offering, including COEX Partners, MidCap Partners, and Relative
Value desks.
3 For more detail on Alternative Performance Measures, refer to the Appendix
on page 189.
4 Total debt (excluding finance lease liabilities) divided by 12 months adjusted
EBITDA as defined by our rating agency.
TP ICAP GROUP PLC Annual Report and Accounts 202539
Strategic report
Key financial and performance metrics
2025
£m
2024
reported
(restated)
2
£m
2024
constant
currency
£m
Reported
currency
change
Constant
currency
change
Revenue 2,353 2,253 2,221 4% 6%
Reported
– EBIT 264 236 231 12% 14%
– EBIT margin 11.2% 10.5% 10.4% +0.7%pts +0.8%pts
Adjusted
1
– Contribution 881 867 856 2% 3%
– Contribution margin 37. 4% 38.5% 38.5% -1.1%pts -1.1%pts
– EBIT 348 324 317 7% 10%
– EBIT margin 14.8% 14.4% 14.3% +0.4%pts +0.5%pts
Average
– Broker headcount 2,608 2,542 2,542 3% 3%
– Revenue per broker2 (£’000) 752 732 722 3% 4%
– Contribution per broker2 (£’000) 268 265 261 1% 3%
Period end
– Broker headcount 2,667 2,572 2,572 4% 4%
– Total headcount 5,444 5,270 5,270 3% 3%
1 ‘Adjusted’ is one of the Alternative Performance Measures (‘APMs’) which is useful to enhance the understanding of business performance. Refer Income statement section
below for details.
2 Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding the
acquired Liquidnet platform) divided by the average brokers for the year. The Group revenue and contribution per broker excludes revenue and contribution from Parameta
Solutions and the acquired Liquidnet platform. 2024 revenue and contribution per broker was restated to exclude inter-divisional revenue from the calculation.
Income statement
While not a substitute for reported IFRS, management believes adjusted figures provide relevant information to better understand the
underlying business performance. These adjusted measures, and other Alternative Performance Measures (‘APMs’), are also used by
management for planning purposes and to measure the Group’s performance.
2025
Adjusted
£m
Significant
items
1
£m
Reported
£m
Revenue 2,353 – 2,353
Employment, compensation and benefits (1,475) (10) (1,485)
General and administrative expenses (467) (33) (500)
Depreciation and impairment of PPE
2
and ROUA
2
(38) – (38)
Amortisation and impairment of intangible assets (37) (40) (77)
Operating expenses (2,017) (83) (2,100)
Other operating income 17 – 17
– FX (4) – (4)
– Other items (1) (1) (2)
Other (losses)/gains (5) (1) (6)
EBIT 348 (84) 264
Net finance expense (34) – (34)
Profit before tax 314 (84) 230
Tax (84) 23 (61)
Share of net profit of associates and joint ventures 20 – 20
Non-controlling interests (3) – (3)
Earnings 247 (61) 186
Basic average number of shares (millions) 736.8 – 736.8
Basic EPS (pence per share) 33.5 – 25.2
Diluted average number of shares (millions) 767.7 – 767.7
Diluted EPS (pence per share) 32.2 – 24.2
Financial and operating review continued
TP ICAP GROUP PLC Annual Report and Accounts 202540
2024
Adjusted
£m
Significant
items
1
£m
Reported
£m
Revenue 2,253 – 2,253
Employment, compensation and benefits (1,396) (8) (1,404)
General and administrative expenses (467) (35) (502)
Depreciation and impairment of PPE
2
and ROUA
2
(42) (6) (48)
Amortisation and impairment of intangible assets (32) (42) ( 74)
Operating expenses (1,937 ) (91) (2,028)
Other operating income 10 – 10
– FX (5) – (5)
– Other items 3 3 6
Other (losses)/gains (2) 3 1
EBIT 324 (88) 236
Net finance expense (21) (1) (22)
Profit before tax 303 (89) 214
Tax (80) 17 (63)
Share of net profit of associates and joint ventures 21 (2) 19
Non-controlling interests (3) – (3)
Earnings 241 ( 74 ) 167
Basic average number of shares (millions) 756.9 – 756.9
Basic EPS (pence per share) 31.8 – 22.1
Diluted average number of shares (millions) 785.7 – 785.7
Diluted EPS (pence per share) 30.7 – 21.3
1 Significant items are categorised, as per details in the Significant items section.
2 ‘PPE’ = Property, plant and equipment. ‘ROUA’ = Right-of-use-assets.
Revenue by division
The table below illustrates the Group’s revenue by division, with an analysis of reported and constant currency growth year-on-year.
The revenue by asset class within Global Broking is shown here, as well as the inter-division revenue for each business unit.
By business division
2025
£m
2024 (reported
currency)
£m
2024 (constant
currency)
£m
Reported
currency
change
Constant
currency
change
 Rates 635 574 568 +11% +12%
 FX & Money Markets 321 318 314 +1% +2%
 Equities 266 241 237 +10% +12%
 Credit 129 117 112 +10% +15%
 Inter-division revenue¹ 25 24 24 +4% +4%
Total Global Broking 1,376 1, 274 1,255 +8% +10%
 Energy & Commodities 446 458 454 -3% -2%
 Inter-division revenue¹ 3 3 3 0% 0%
Total Energy & Commodities 449 461 457 -3% -2%
Total Liquidnet 365 354 350 +3% +4%
 Data & Analytics 191 191 186 0% +3%
 Inter-division revenue¹ 11 7 7 +57% +57%
Total Parameta Solutions 202 198 193 +2% +5%
Inter-division eliminations¹ (39) (34) (34) -15% -15%
Total revenue 2,353 2,253 2,221 +4% +6%
1 Inter-division revenues have been recognised in Global Broking, Energy & Commodities and Parameta Solutions to reflect the value of proprietary data provided to
Parameta Solutions and services it supplies to the other divisions. The inter-division revenue and inter-division costs are eliminated upon the consolidation of the Group’s
financial results.
TP ICAP GROUP PLC Annual Report and Accounts 202541
Strategic report
Operating expenses
The table below sets out operating expenses, divided principally between front office costs and management and support costs. Front
office costs tend to have a large variable component directly linked to the output of our brokers. The largest element of this is broker
compensation and other front office costs, which include travel and entertainment, telecommunications and information services, clearing
and settlement fees, and other direct costs.
2025
£m
2024
(reported
currency)
£m
2024
(constant
currency)
£m
Reported
currency
change
Constant
currency
change
Front office costs
– Global Broking
838 781 768 +7% +9%
– Energy & Commodities
326 319 315 +2% +3%
– Liquidnet
225 218 215 +3% +5%
– Parameta Solutions 83 72 70 +15% +19%
Total front office costs
1
1,472 1,390 1,368 +6% +8%
Management and support costs
– Employment costs
340 333 329 +2% +3%
– Technology and related costs
83 90 89 -8% -7%
– Premises and related costs
28 27 27 +4% +4%
– Depreciation and amortisation
75 74 74 +1% +1%
– Other administrative costs 19 23 24 -17% -21%
Total management and support costs
545 547 543 0% 0%
Significant items 83 91 89 -9% -7%
Total operating expenses 2,100 2,028 2,000 +4% +5%
1 Includes all front office costs, including broker compensation, sales commission, travel and entertainment, telecommunications, information services, clearing and
settlement fees as well as other direct costs.
Total operating expenses increased by 4% to £2,100m (+5% at
constant currency) driven by the increase in front office costs that
are variable with revenue.
Total front office costs increased by 6% to £1,472m (+8% at constant
currency) compared with 2024, in line with the increase in revenue.
Total management and support costs of £545m remained flat
despite inflationary pressures and ongoing investments, reflecting
our commitment to control support expenses. The Group continued
to focus on disciplined support cost management, with inflationary
and expansion costs materially negated by our operational
efficiencies programme, contributing £21m of savings in 2025.
Capital and liquidity management
Capital management
Following continuing earnings growth and the delivery of the £50m
legal entity rationalisation cash release, we are today announcing
an £80m share buyback. This brings the total share buybacks
announced since our H1 2023 results to £230m, comprising a £30m
share buyback at each reporting period from that date together
with the one-off £50m legal entity cash release. Combined with
dividends declared over the same period, the Group will have
returned almost £600m¹ to shareholders over that period.
Our capital allocation framework is built around four strategic pillars:
> Business investment – encompassing both organic and inorganic
initiatives, including the rollout of our electronic platform, Fusion,
adding broker capability in E&C, forging new partnerships within
Parameta Solutions, and extending Liquidnet’s reach across
geographies and product sets. In parallel, we pursued targeted
inorganic opportunities, such as the acquisition of Neptune
Networks, further strengthening our strategic positioning.
> Balance sheet strength – maintaining our investment-grade
credit rating while optimising regulatory capital and cash,
working capital, liquidity, and debt levels to support long-term
resilience. The Group maintained a stable leverage ratio of 1.6x,
consistent with the year ended 31 December 2024. This was
supported by strong profitability and effective debt management,
notably the successful issue of new £250m Sterling Notes
maturing in 2032 and buying back over 90% of the £250m
Sterling Notes maturing in May 2026.
> Dividend policy – targeting a return of 50% of full-year adjusted
earnings to shareholders, with 30–40% of H1 2025 adjusted
earnings typically distributed as interim dividend, and the
balance paid as final dividend.
> The return of surplus cash to shareholders – subject to ongoing
assessments of organic cash generation and capital requirements.
Based on our current outlook, and after allocating estimated
resources in line with our capital allocation framework and having
returned the £50m legal entity rationalisation cash release early,
we anticipate generating approximately £150m of surplus cash,
available for investment in the business and returns to shareholders
across 2026 and 2027.
Liquidity management
In June 2025, the Group successfully completed a refinancing under
its Euro Medium Term Note programme, issuing £250m of Sterling
Notes maturing in 2032. The proceeds were used to repay £231m
of outstanding Sterling Notes during H1 2025. This demand from
investors highlights the market’s recognition of our consistent
two-year issuance cycle and prudent capital allocation. The Group
has also extended the ¥20bn revolving credit facility (‘RCF’) with
our joint venture partner in Japan to February 2028. In addition,
the Group successfully extended its £350m syndicated RCF to
December 2030.
1 Based on the dividends and share buybacks delivered or announced in relation to
the last three reporting periods.
Financial and operating review continued
TP ICAP GROUP PLC Annual Report and Accounts 202542
Significant items
Significant items distort comparisons due to their size, nature or
frequency and are therefore excluded from adjusted performance
measures to provide better understanding, comparability and
predictability of the underlying trends of the business, to arrive
at adjusted operating and profit measures.
Significant items are categorised as below:
Restructuring and related costs
Restructuring and related costs arise from initiatives to reduce the
ongoing cost base and improve efficiency to enable the delivery of
our strategic priorities. These initiatives are significant in size and
nature to warrant exclusion from adjusted measures. Costs for other
smaller-scale restructuring are retained within both reported and
adjusted results.
Disposals, acquisitions and investments in new businesses
Costs and any income related to disposals, acquisitions and
investments in new businesses are transaction dependent and can
vary significantly year-on-year, depending on the size and complexity
of each transaction. Amortisation of purchased and developed
software is contained in both the reported and adjusted results as
these are core to supporting the operations of the business.
Impairment
The Group conducts its goodwill, intangible asset and investments
in associates and joint ventures impairment test annually in
September, or more frequently if indicators of impairment exist.
Impairment assessments are performed by comparing the carrying
amount of assets or cash-generating units (‘CGUs’), with its
recoverable amount. Judgement is involved in estimating the future
cash flows and the rates used to discount these cash flows.
Legal and regulatory matters
Costs, and recoveries, related to certain legal and regulatory
cases are treated as significant items due to their size and nature.
Management considers these cases separately due to the judgements
and estimation involved, the costs and recoveries of which could
vary significantly year-on-year.
The table below shows the significant items in 2025 versus 2024, of
which almost half of the total 2025 costs are non-cash (2024: 60%).
2025
£m
2024
£m
Restructuring and related costs
– Property related
1
– 4
– Group cost saving programme
2
28 10
Subtotal 28 14
Disposals, acquisitions and investment in new business
– Amortisation of intangible assets arising on consolidation 40 42
– Brazil retail business disposal (1) –
– Strategic project costs
3
15 20
– Acquisition of Neptune Networks 3 –
– Acquisition of Vantage 1 –
Subtotal 58 62
Legal & regulatory matters
4
1 8
Other significant item
– Remeasurement of uninsured group income protection (‘GIP’) provision (3) –
– Auditor transition fees
5
– 4
Subtotal (3) 4
Total pre-financing cost 84 88
– Interest on VLN’s & amortisation of discount on deferred consideration and GIP provision – 1
Total post-financing cost 84 89
– Associate impairment – 2
Total post-financing cost and impairment 84 91
– Tax relief (23) (17)
Impact on reported earnings 61 74
1 Costs to rationalise our US property footprint.
2 Costs on the operational efficiencies programme launched in 2024.
3 Project costs in relation to assessment of Parameta Solutions strategic options.
4 Costs related to significant legal proceedings and regulatory matters.
5 Reflects external auditor transition related costs.
TP ICAP GROUP PLC Annual Report and Accounts 202543
Strategic report
Net finance expense
The adjusted net finance expense was £34m in 2025, an increase
of £13m compared with 2024. This increase primarily reflects lower
interest income during a period of interest rate cuts, as well as
issuance-related fees associated with the new £250m Sterling
Notes maturing in 2032.
Tax
The effective rate of tax on adjusted earnings in 2025 was 26.8%
(2024: 26.4%). This is lower than our guidance of 28% due to
one-off credits arising on the finalisation of prior year tax positions.
Basic EPS
The average number of shares used for the 2025 basic EPS
calculation is 736.8m (2024: 756.9m). This is calculated as:
> 795.4m shares in issue as at 31 December 2024;
> Less 5.2m held by the Group’s Employee Benefit Trust (‘EBT’)
comprised of 5.9m shares at 31 December 2024, and the time-
apportioned positive movements of 0.7m during 2025;
> Less 53.4m of treasury shares acquired through the share
buyback programmes comprised of 38.7m at 31 December 2024,
and the time-apportioned movements of 14.7m during 2025.
The Group’s EBT has waived its rights to dividends.
The reported basic EPS for 2025 increased 14% to 25.2 pence
(2024: 22.1 pence) and adjusted basic EPS¹ for 2025 increased 5%
to 33.5 pence (2024: 31.8 pence).
Dividend
The Board is recommending a final dividend for 2025 of 11.6 pence.
Together with the interim dividend of 5.2 pence, this results in a
total dividend for the year of 16.8 pence, an increase of 4% from
the previous year. This recommendation aligns with the Group’s
dividend policy, which targets a dividend cover of approximately
2x adjusted post-tax earnings. The final dividend will be paid on
22 May 2026 to shareholders on the register at close of business on
10 April 2026. The ex-dividend date will be 9 April 2026.
The Company offers a Dividend Reinvestment Plan (‘DRIP’), where
dividends can be reinvested in further TP ICAP Group plc shares.
The DRIP election cut-off date will be 30 April 2026.
2026 current trading and financial guidance
Market conditions have been supportive in the current fiscal year to
date. Given our significant US dollar earnings, at current spot rates
we anticipate a £9–10m FX headwind to our 2026 adjusted EBIT.
Despite this, the Board expects the Group to achieve adjusted EBIT
in line with current market expectations. We also expect:
> Group net finance expense of c.£35m.
> Group effective tax rate on adjusted earnings to be c.27%.
> Significant items are expected to be c.£70m before tax and
excluding potential income and costs associated with legal and
regulatory matters.
> Dividend cover of c.2x adjusted post-tax earnings.
1 For more detail on Alternative Performance Measures, refer to the Appendix
on page 189.
Financial and operating review continued
TP ICAP GROUP PLC Annual Report and Accounts 202544
Performance by operating segment (divisional basis)
The Group presents below the results of its business by operating segment with a focus on revenue and APMs used to measure and
assess performance.
2025
Global Broking
1
£m
Energy &
Commodities¹
£m
Liquidnet
£m
Parameta
Solutions¹
£m
Corp
£m
Total
£m
Revenue:
– External 1,351 446 365 191 – 2,353
– Inter-division¹ 25 3 – 11 (39) –
1,376 449 365 202 (39) 2,353
Total front office costs:
– External (838) (326) (225) (83) – (1,472)
– Inter-division¹ (10) (1) – (28) 39 –
(848) (327) (225) (111) 39 (1,472)
– Other (losses)/gains – – – – – –
Contribution 528 122 140 91 – 881
Contribution margin 38.4% 27.2% 38.4% 45.0% n/a 37.4%
Net management and support costs:
– Management and support costs (290) (82) (84) (15) ( 74) (545)
– Other losses – – – – (5) (5)
– Other operating income 3 1 – – 13 17
Adjusted EBIT 241 41 56 76 (66) 348
Adjusted EBIT margin 17.5% 9.1 % 15.3% 37.6% n/a 14.8%
Average broker headcount 1,835 637 136 2,608
Average sales headcount – – 122 122
Revenue per broker (£’000)2 736 700 1,286 752
Contribution per broker (£’000)2 288 192 364 268
2024 (constant currency)
Global Broking¹
£m
Energy &
Commodities¹
£m
Liquidnet
£m
Parameta
Solutions¹
£m
Corp
£m
Total
£m
Revenue:
– External 1,231 454 350 186 – 2,221
– Inter-division¹ 24 3 – 7 (34) –
1,255 457 350 193 (34) 2,221
Total front office costs:
– External (768) (315) (215) (70) – (1,368)
– Inter-division¹ (6) (1) – (27) 34 –
( 7 74 ) (316) (215) (97) 34 (1,368)
– Other gains 3 – – – – 3
Contribution 484 141 135 96 – 856
Contribution margin 38.6% 30.9% 38.6% 49.7% n/a 38.5%
Net management and support costs:
– Management and support costs (284) (85) (82) (15) (77) (543)
– Other losses – – – – (6) (6)
– Other operating income 2 – – – 8 10
Adjusted EBIT 202 56 53 81 (75) 317
Adjusted EBIT margin 16.1% 12.3% 15.1% 42.0% n/a 14.3%
Average broker headcount 1,802 602 138 2,542
Average sales headcount – – 110 110
Revenue per broker (£’000)2 683 754 1,120 722
Contribution per broker (£’000)2 269 234 286 261
TP ICAP GROUP PLC Annual Report and Accounts 202545
Strategic report
Performance by operating segment (divisional basis) continued
2024 (reported currency)
Global Broking
1
(restated)
2
£m
Energy &
Commodities
1
(restated)
2
£m
Liquidnet
(restated)
2
£m
Parameta
Solutions
1
£m
Corp
£m
Total
£m
Revenue:
– External 1,250 458 354 191 – 2,253
– Inter-division
1
24 3 – 7 (34) –
1, 274 461 354 198 (34) 2,253
Total front office costs:
– External (781) (319) (218) (72) – (1,390)
– Inter-division¹ (7) – – (27) 34 –
(788) (319) (218) (99) 34 (1,390)
– Other gains 4 – – – – 4
Contribution 490 142 136 99 – 867
Contribution margin 38.5% 30.8% 38.4% 50.0% n/a 38.5%
Net management and support costs:
– Management and support costs (287) (86) (83) (16) (75) (547)
– Other losses – – – – (6) (6)
– Other operating income 2 – – – 8 10
Adjusted EBIT 205 56 53 83 (73) 324
Adjusted EBIT margin 16.1% 12.1% 15.0% 41.9% n/a 14.4%
Average broker headcount 1,802 602 138 2,542
Average sales headcount – – 110 110
Revenue per broker (£’000)2 694 761 1,137 732
Contribution per broker (£’000)2 272 236 290 265
Corp = Corporate Centre, eliminations and other unallocated costs.
1 Inter-division charges have been made by Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions division.
The Global Broking inter-division revenue and Parameta Solutions inter-division costs are eliminated upon the consolidation of the Group’s financial results.
2 Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding the
acquired Liquidnet platform) divided by the average brokers for the year. The Group revenue and contribution per broker excludes revenue and contribution from Parameta
Solutions and the acquired Liquidnet platform. 2024 revenue and contribution per broker was restated to exclude inter-divisional revenue from the calculation.
Financial and operating review continued
TP ICAP GROUP PLC Annual Report and Accounts 202546
Global Broking
Global Broking’s revenue of £1,376m, which represents 58% of
total Group revenue, increased by 10% at constant currency
(+8% reported). Performance improved across all asset classes,
with favourable market conditions supporting higher levels of client
activity. Disciplined execution and a growing business further
strengthen Global Broking’s market-leading franchise. The division
exits 2025 well-placed to build on this strong momentum into 2026,
together with targeted inorganic acquisitions such as Vantage
Capital Markets.
Rates increased by 12% at constant currency (+11% reported),
generating £635m of revenue (46% of Global Broking; 27% of
Group). The asset class was supported by buoyant market
conditions and has achieved a strong overall outperformance
against a demanding prior year comparator, with targeted
investment growth reported across all regions.
Equities rose 12% at constant currency (+10% reported), achieving
revenues of £266m, with growth primarily notable in derivative
products across Americas and EMEA regions aligning to institutional
customer demands to hedge and risk manage portfolios.
Credit delivered revenues of £129m, increasing 15% at constant
currency (+10% reported), reflecting a combination of favourable
market conditions and a continued strategic commitment to invest
for growth and scale across this asset class. Our Credit franchise has
been enhanced by the 2025 acquisition of Neptune Networks, and
together with our new full service credit platform that builds on and
expands Neptune’s capabilities, we are well-positioned to secure
further growth in future periods.
FX & Money Markets reported revenues of £321m, an increase of 2%
at constant currency (+1% reported). Performance remained strong,
although momentum was partly moderated by softer activity in
certain emerging-market segments.
Front office costs, most of which are variable with revenue,
were +10% at constant currency (+8% reported). Consequently,
contribution increased 9% at constant currency to £528m.
The division maintained its market-leading position, which
was reflected in the revenue per broker increasing by 8% at
constant currency (+6% reported), due to a continued focus on
broker productivity.
Management and support costs, including depreciation and
amortisation and net of other operating income, increased by 2%
at constant currency (+1% reported) to £287m. The lower growth in
these costs relative to revenue contributed to a 19% increase in
adjusted EBIT to £241m at constant currency (+18% reported),
with the adjusted EBIT margin increasing by +1.4%pts to 17.5%
(2024: £202m and 16.1% at constant currency; £205m and 16.1%
in reported currency).
Energy & Commodities
Energy & Commodities revenue decreased 2% at constant currency
(-3% reported) to £449m. Activity was mixed throughout the year,
in highly competitive markets with periods of strong client
engagement offset by risk-off markets.
In Oil, where we saw significant competitor disruption at the end of
2024, revenue reduced 7% at constant currency (down 8% reported)
which reflected the trend of rising supply, weakening demand and
falling prices which made for an overall subdued year, with the
trend interrupted only by brief periods of geopolitical uncertainty.
Power & Gas revenue increased 6% at constant currency (+4%
reported), with growth in Asia as China and India continued to
pursue large-scale infrastructure projects, along with higher OTC
Natural Gas activity in Europe, supported by broader market
participation and improved liquidity.
We exit the year with targeted hiring and strengthened global
product offerings across Agricultural, Weather, Japan Power,
Gasoline and Nuclear Fuel, alongside an expanded Middle East
footprint, positioning us to rebuild coverage and capture client
demands in 2026.
Front office costs increased 3% to £327m at constant currency
(+3% reported), reflecting targeted investment in broker talent.
Together with the reduction in revenue, contribution was reduced
by 13% to £122m (-14% reported).
While management and support costs, including depreciation
and amortisation and net of other operating income, decreased by
5% (down 6% reported) to £81m, driven by targeted cost control,
adjusted EBIT declined 27% (-27% reported) to £41m, with a margin
of 9.1% (2024: £56m and 12.3% at constant currency, £56m and
12.1% reported).
TP ICAP GROUP PLC Annual Report and Accounts 202547
Strategic report
Liquidnet
1
Liquidnet (‘LN’) division maintained its momentum and delivered
a 4% at constant currency (+3% reported) increase in revenue to
£365m, with balanced growth reported across both the Multi-Asset
Agency and Equities platform businesses.
Equity market activity was strong in the first half of 2025, with
volumes accelerating on the back of geopolitical developments and
renewed trade optimism. While block trading sentiment became
more cautious in the second half, the business delivered a resilient
year-on-year performance, reflecting disciplined execution and
supporting client demand. Equities saw particularly strong
performance in APAC, up 14% in the region, reflecting a broader
market shift away from US Equities.
Multi-Asset Agency volumes increased from uncertainty around US
Tariffs and Liberation Day in early April, with Rates, Futures and FX
businesses growing 10% at constant currency (+9% reported) on the
back-strategic hires and technology enhancements.
Front office costs of £225m were 5% at constant currency
(+3% reported) higher than prior period, aligning with targeted
investment in strategic hires during the second half of the year to
secure future revenue growth.
Management and support costs, including depreciation and
amortisation, net of other operating income, rose 2% at constant
currency (+1% reported) to £84m, reflecting additional investment
in technology across the division.
Adjusted EBIT increased to £56m with a margin of 15.3% (2024:
adjusted EBIT £53m, EBIT margin 15.1% at constant currency; £53m
and 15.0% in reported currency).
Parameta Solutions
Parameta Solutions (‘PS’) increased revenue to £202m, growing
by 5% at constant currency year-on-year (+2% reported), supported
by the division’s subscription-led model. Revenue growth stabilised
over H2 despite the slowdown seen at the end of H1, driven by
targeted pricing moderation to support sustainable growth and the
elongation in the sales cycle that occurred in the sector following
the introduction of tariffs in the US post-Liberation Day.
Parameta Solutions made further progress in broadening its data
and analytics capabilities and completed its planned investment in
transforming the sales organisation. During the period, it launched
19 new products including real-time oil data along with the EUR
and USD Swap Rate Indices, further supporting future growth.
The business will now look to accelerate its customer expansion in
the Americas; particularly across the buy-side, while continuing to
add additional third-party data sources, creating new indicative
pricing data products and driving innovative offerings.
Management and support costs remained flat compared with 2024.
Adjusted EBIT was £76m, with a margin of 37.6% (2024: adjusted
EBIT £81m, EBIT margin 42.0% at constant currency; £83m and
41.9% in reported currency).
1 The Liquidnet division comprises the Liquidnet platform, COEX Partners,
ICAP Relative Value and MidCap Partners businesses.
Cash flow
The table below shows the changes in cash and debt for the years
ending 31 December 2025 and 31 December 2024.
£m
2025
£m
2024
£m
EBIT reported 264 236
Depreciation, amortisation and
other non-cash items 162 152
Movement in working capital
– changes in net Matched Principal
balances (39) 46
– change in other working capital
balances (86) 33
Income taxes paid
– periodic tax paid (47) (52)
Net interest and loan facility
fees paid (28) (23)
Capital expenditure ( 74) (64)
Dividends received from associates
and joint ventures 21 20
Dividends paid to non-controlling
interests (1) (2)
Free cash flow
1
172 346
Sale/(purchase) of financial assets (11) 24
Net other investing activities (26) 1
Deferred consideration paid on prior
year acquisitions – (50)
Dividend paid to TP ICAP
shareholders (122) (113)
Dividend equivalent paid on equity
share-based awards (6) (2)
Share buyback (73) (48)
Net borrowings 18 (76)
Payment of lease liabilities (28) (27)
Other financing activities (51) (9)
Total other investing and
financing activities (299) (300)
Change in cash (127) 46
Foreign exchange movements (36) 1
Cash at the beginning of the year 1,066 1,019
Cash at the end of the year 903 1,066
1 Refer to Appendix – Alternative Performance Measures.
The Group’s net cash balance was £903m, decreasing by £163m
primarily driven by a £86m working capital outflow in the year
compared with a £33m inflow in 2024, as investing and financing
activities were in line with the prior year.
Free cash flow is presented to show a more sustainable view of cash
generation and to better understand the conversion of adjusted
earnings into cash. This measure reflects the cash and working capital
efficiency of the Group’s operations and aligns tax with underlying
items and interest received with the operations of the Group.
Financial and operating review continued
TP ICAP GROUP PLC Annual Report and Accounts 202548
The Group delivered £172m of free cash flow in the year, with a free
cash flow conversion ratio of 70%, taking the average cash conversion
ratio over the past three years to 113%.
The reduced cash flow conversion was driven by the working capital
outflow. Approximately half of the year-on-year movement reflects
changes in net settlement balances that are temporary and reversed
immediately after the year end. Other working capital outflows are
principally driven by the increase in trade receivable balances due
to significant trading activity in December 2025 compared with
the prior year, adverse movements in other receivables and creditor
balances as well as some provision utilisation. Net interest payments
increased to £28m, reflecting higher financing costs following the
refinancing of the 2026 Sterling Notes. Capital expenditure rose to
£74m, driven by continued investment in technology and strategic
facilities investments.
Total investing and financing activities are marginally lower
year- on-year. They include a £73m outflow from the share buyback
programmes announced in August 2024 and June 2025, £122m
outflow from increased dividends paid in 2025 (2024: £113m) and
a £77m outflow from other investing and financing activities that
include the acquisition of Neptune Networks and employee shares
purchases partially offset by net inflows on the refinancing of the
bond maturing in May 2026.
The strengthening of GBP against the USD and EUR in 2025, has
resulted in a retranslation loss on cash of £36m (2024: £1m gain).
Debt finance
The composition of the Group’s outstanding debt is summarised below.
At 31 December
2025
£m
At 31 December
2024
£m
5.25% £250m Sterling Notes
May 2026
1
19 251
2.625% £250m Sterling Notes
November 2028
1
250 249
7.875% £250m Sterling Notes
April 2030
1
252 251
6.375% £250m Sterling Notes due
June 2032
1
248 –
Sub total 769 751
Revolving credit facility drawn –
Totan – –
Revolving credit facility drawn –
banks – –
3.2% Liquidnet Vendor Loan Notes – –
Overdrafts 33 2
Debt (used as part of net
(funds)/debt) 802 753
Lease liabilities 199 221
Total debt 1,001 9 74
1 Sterling Notes are reported at their par value net of discount and unamortised
issue costs and including interest accrued at the reporting date.
The Group’s total debt, excluding lease liabilities, increased to
£802m from £753m as at 31 December 2025. Core debt increased
during the year following the refinancing of the 2026 Sterling Notes
leaving an outstanding £19m that will be repaid in May 2026.
Overdrafts of £33m result from trade fails at the balance sheet date
which arise in the normal course of business, and which have
subsequently reversed.
The Group’s £350m main bank revolving credit facility, which has
been extended to December 2030, and the ¥20bn Totan facility,
maturing in February 2028, were both undrawn at year end.
Exchange rates
The income statements and balance sheets of the Group’s
businesses whose functional currencies are not GBP are translated
into GBP at average and period end exchange rates respectively.
The most significant currencies for the Group are USD and EUR.
The financial statements for 2025 were prepared using the average
and period end exchange rates listed below.
In 2025, foreign exchange translation negatively impacted the
Group’s P&L as average exchange rates for GBP against USD were
higher than 2024 and were only marginally offset by GBP weakening
against EUR, with around 60% of Group revenue and 40% of costs
in USD. The overall strengthening of GBP against currencies in
which the Group operates, over the 12-month period, resulted in a
total £6m loss in the P&L (2024: £6m loss) from the retranslation of
non-GBP cash, borrowings and related derivatives and operating
assets and liabilities. The FX loss on retranslation of non-GBP
borrowings and related derivatives amounting to £2m in 2025
(2024: £1m loss) is reflected in net finance expense, to better reflect
the nature of these costs.
Average 2025 2024
US Dollar $1.31 $1.28
Euro €1.17 €1.18
Period end 2025 2024
US Dollar $1.35 $1.25
Euro €1.15 €1.21
Regulatory capital
The Group’s regulated broking entities are obliged to meet the
prudential regulatory requirements imposed by the local regulator
of the jurisdiction in which they operate. The Group maintains an
appropriate excess of financial resources in such regulated entities
to support capital, liquidity and credit needs.
The FCA is the lead regulator of the Group’s UK businesses, for which
the capital adequacy requirements under the Investment Firms
Prudential Regime (‘IFPR’) apply. This sub-group maintains an
appropriate excess of financial resources.
Principal risks and uncertainties
Strong risk management is fundamental to the achievement of
the Group’s objectives. The Group identifies the risks to which it is
exposed as a result of its business objectives, strategy and operating
model, and categorises those risks into Strategic and Business Risks,
Operational Risks, and Financial Risks. The principal risks identified
within each of these categories, along with an explanation of
how the Group seeks to manage or mitigate these risk exposures,
can be found in the 2024 Annual Report and Accounts. The Group
does not consider that the principal risks and uncertainties have
materially changed since the publication of the 2024 Annual
Report and Accounts.
Climate change considerations
We remain committed to the ongoing assessment and management
of climate-related risks and opportunities. As part of this commitment,
we embed climate considerations into our financial planning
processes, enabling us to monitor the potential effects of climate
factors on the Group’s financial performance and position. In 2023,
we conducted a detailed qualitative and quantitative climate
scenario analysis to deepen our understanding of how different
pathways could affect the Group and its finances. Based on the
timeframes and scenarios assessed, the analysis indicates no
expected material financial impact on the Group. We will keep this
analysis under regular review, updating our approach in line with
evolving regulatory guidance and stakeholder expectations.
TP ICAP GROUP PLC Annual Report and Accounts 202549
Strategic report
Principal risks and uncertainties
Risk management
Effective risk management is essential to the financial strength
and resilience of the Group and for delivering its business strategy.
This section provides a summary of how risk is managed by the
Group through its Enterprise Risk Management Framework (‘ERMF’)
and describes the Group’s principal risks.
Enterprise Risk Management Framework
The ERMF establishes the high-level principles, tools and processes
adopted to support the Group’s risk management. It is implemented
throughout the Group in order to manage the Group’s exposure to
the risks that arise from its business model, organisational culture
and the conduct of its business.
Governance
The Board has ultimate responsibility for oversight of the risks of the
Group and for determining the risk appetite limits within which the
Group must operate.
The Group’s risk governance structure oversees the implementation
and operation of the ERMF across the Group and primarily
comprises the following committees:
> Board Risk Committee;
> Group Risk and Compliance Committee;
> Regional Risk and Compliance Committees in EMEA, Americas
and Asia Pacific; and
> Parameta Risk and Compliance Committee.
3LOD responsibilities
The ERMF is operated through a three lines of defence (‘3LOD’)
model whereby risk management, risk oversight and risk assurance
roles are undertaken by separate and independent functions, with
all 3LOD overseen by the Group’s governance committee structure
(including Risk, Audit and Remuneration Committees).
First line of defence
Risk management within the business
The first line of defence comprises the management of the business
units and support functions.
The first line of defence has primary responsibility for ensuring that
the business operates within risk appetite on a day-to-day basis.
Second line of defence
Risk oversight and challenge
The second line of defence comprises the Compliance and Risk
functions, which are separate from operational management.
The Compliance function is responsible for overseeing the Group’s
compliance with regulatory requirements in all of the jurisdictions
in which the Group operates.
The Risk function is responsible for overseeing and challenging
the business, support and control functions in their identification,
assessment and management of the risks to which they are exposed,
and for assisting the Board (and its various Committees) in
discharging its overall risk oversight responsibilities.
Third line of defence
Independent assurance
Internal Audit provides independent assurance on the design and
operational effectiveness of the Group’s risk management framework.
Reporting
The Group’s risk committees receive formal risk reports to enable
committee members to exercise effective oversight over the Group’s
risk profile in accordance with their risk governance responsibilities.
Senior management receive operational reporting from the first
and second lines of defence to assist their management of risk on
a day-to-day basis.
Culture and conduct
The Group recognises that in order for the ERMF to be operated
effectively, it must be underpinned by an appropriate organisational
culture and conduct.
The Group seeks to foster the desired risk management values and
behaviours through a number of components, including:
> The setting of an appropriate ‘tone-from-the-top’.
> Ensuring clear risk management accountabilities for all employees.
> The provision of risk training.
> The operation of a Conduct Management and Governance
Framework which prescribes how employee misconduct should be
managed across the organisation, including disciplinary action
and the consideration of risk-related behaviours in the
performance management process.
> By ensuring that staff are able to raise risk management concerns
through the Group’s whistleblowing framework.
TP ICAP GROUP PLC Annual Report and Accounts 202550
Risk management processes
Risk identification
The Group reviews its risk profile on an ongoing basis, including
through a periodic horizon scanning process. This is to ensure that it
identifies all material risks arising from the day-to-day operation of
its business and the implementation of its business strategy, as well
any emerging risks facing the Group.
The Group records the risks it identifies using its Risk Taxonomy,
namely Operational, Credit, Market, Liquidity, Capital and
Strategic risks.
The Board adopts a Risk Appetite Statement which articulates the
nature and extent of the risks the Group is willing to take in pursuit
of its business strategy. The Risk Appetite Statement informs the
more detailed articulation and operationalisation of risk appetite
throughout the Group.
Risk assessment
The Group undertakes a range of risk assessments to analyse its
risk profile.
> Top Down Risk Assessment (‘TDRA’) provides a strategic,
firm-wide view on the Group’s risk profile. All core risk categories
are assessed on a regular basis via this process to ensure that the
Group is operating within risk appetite and to identify any
remedial action required to maintain or return the Group to
within risk appetite.
> The bottom up monitoring of the effectiveness of the Group’s
operational risk and controls across the business is performed
via the Risk and Control Self-Assessment (‘RCSA’).
> Scenario analysis provides a forward-looking perspective of
potential risk events in severe but plausible scenarios.
> The escalation and management of risk events and issues in
excess of a defined threshold to ensure that they are analysed
and addressed with appropriate mitigating action.
Risk mitigation
The Group adopts risk mitigation strategies to minimise the
potential harm to the firm, its clients and the markets it operates
in by taking steps to reduce the likelihood or impact of the risks
the Group is exposed to.
> Adoption of policies to ensure a clear framework for decision-
making and behaviour.
> Operation of a framework of controls.
> Periodic independent testing of the Group’s controls. Controls not
subject to testing are attested to periodically by control owners
and operators.
> Management of credit, market and liquidity risk through
exposure limits.
> The first, second and third line undertake targeted reviews of
selected areas of the Group’s business and operations to provide
management and governance committees with additional
insights and assurance in relation to specific aspects of the
Group’s risk profile, and highlight areas requiring remediation.
Risk monitoring
The Group monitors its risk profile on an ongoing basis though
its risk assessment processes, as well as key risk indicators (KRI),
prudential analysis and emerging risks.
> KRIs are used to monitor and assess the likelihood and
potential impact of risks, allowing for timely and effective
mitigation efforts.
> Prudential analysis is performed to ensure the Group maintains
a robust financial position in both normal and stressed conditions.
This includes conducting a range of stress tests (including reverse
stress tests) and periodic assessments of the capital and liquidity
adequacy of the Group and its subsidiaries in the context of the
Risk Appetite Statement and applicable regulatory requirements.
> Emerging risks are identified through the horizon scanning
process and the risk assessment processes. They are evaluated to
consider when the risk could impact the Group and whether any
action is required to ensure that the Group is fully prepared
should they crystallise.
Business
Model
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Horizon
Scanning
Taxonomy
Risk
appetite
TDRA &
RCSA
Scenario
Analysis
Events
& Issues
Policies &
Controls
Exposure
Limits
Risk
Assurance
KRIs
Prudential
Analysis
Emerging
Risks
R
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TP ICAP GROUP PLC Annual Report and Accounts 202551
Strategic report
Principal risks and uncertainties continued
Principal risks
The Group is exposed to a range of risks in pursuing its business strategy in a complex and competitive environment. Understanding and
managing these risks is key to the Group. The Group conducts a robust enterprise-wide risk assessment, considering a wide range of
information. This includes reports provided by the Risk function and senior management, as well as key findings from the Group’s various
risk management processes described above.
The heatmap below details the assessment of the Group’s principal risks. The principal risks defined for the purposes of this Annual Report
are those risks that could cause material harm to: the Group’s clients; the markets it operates in; and the Group’s business model, future
performance, solvency, liquidity or reputation.
Changes to the risk profile
The Group’s overall risk profile remains within appetite. Strategic and Business, Transaction Execution and Processing, Legal, Technology,
Credit and Liquidity Funding risks remain broadly unchanged from the prior year.
The following risks have changed from prior year:
Market Risk: Market risk is no longer considered a principal risk by the Group. In 2025, the Group began hedging FX exposures on
receivables and cash balances to reduce Income Statement volatility.
People: People risk replaces market risk as a principal risk. The Group’s strategic initiatives include target operating model
transformation elevating people risk.
Change: The volume of strategic initiatives and M&A activity continues to place increased emphasis on controlled change
management and relies on significant contributions from key personnel.
Information Security (inc. Cyber): The Group continues to invest in its information security capabilities. The cyber threat
environment remains elevated due to the scale and severity of industry-wide attacks.
Regulatory: The Group continues to work constructively with its regulators and exchanges to resolve any
regulatory matters.
Conduct, Operational Resilience and Reputational risks arise across multiple categories within the Group’s risk taxonomy. These aspects
have a material impact on the Group’s risk profile.
The table overleaf provides further detail on the principal risks and the Group’s risk management objectives.
Likelihood
Impact
5
4
6
3
9
7
8
2
1
10
Key
1. Transaction Execution and Processing
2. Regulatory
3. Information Security (inc. Cyber)
4. Technology
5. People
6. Legal
7. Change
8. Liquidity Funding
9. Credit
10. Strategic and Business
TP ICAP GROUP PLC Annual Report and Accounts 202552
Operational risk
Risk Risk management objectives
1. Transaction execution and processing
The risk of failure relating to Licensing/Certification/Registration
(including Cross-Border Activity), client account management, price
dissemination, venue operation, trade execution and arrangement,
market abuse and inside information, post-trade management
(including billing), trade and transaction reporting, financial data
sales, benchmarks and payment process.
> Achieve an efficient balance between maximising transaction
volumes, client experience, market integrity and minimising
operational errors.
> Operate a robust control environment to ensure that operational
errors are a low proportion of transactions, typically of low value
and where significant losses are incurred the losses are discovered
quickly with any further loss contained as soon as practicable.
2. Regulatory
The risk of failure to comply with regulatory requirements in spirit
and literal interpretation; this includes failure to effect changes
required to comply with changes in regulatory requirements and
failure to effectively engage the Group’s regulators.
> Adopt appropriate arrangements to achieve reasonable and
proportionate compliance with all applicable regulatory obligations.
> Not to undertake any activity which could have a materially
adverse impact on the Group’s standing with its regulators or on
its reputation.
> Impose a number of restrictions upon its business model in
order to mitigate its regulatory risk exposure and operate within
risk appetite.
3. Information security (including cyber)
The risk of failure to ensure the confidentiality, integrity and
availability of all sensitive and business-critical data handled by
the Group, and of all business-critical infrastructure operated by the
Group, including cyber attack.
> Establish an IT control environment that is secure and robust
enough to prevent, detect, and remediate malicious attacks
(both internally by staff and externally through cyber attacks).
4. Technology
The risk of failure of the Group’s systems and technology
infrastructure, including end user development applications
(‘EUDA’) and failure to effect technology changes.
> Maintain oversight over the Group’s infrastructure landscape.
> Have sufficient redundancy in its infrastructure and ensure
timely identification of infrastructure failures.
> Maintain appropriate incident management processes.
> Adopt robust processes to identify any potential threats to its
critical business activities, including regular tests and recovery/
response time strategies put in place.
> Ensure employees are aware of any specific obligations or
requirements in order to help protect the resilience of the Group’s
systems and infrastructure.
5. People
The risk of failure to recruit, retain, develop and reward the required
employee skills, expertise and values in the right locations in
accordance with the relevant employment and reward legislation
and regulation.
> Manage staff attrition to a level that does not cause significant
disruption to the operations of the Group.
> Take reasonable steps to comply with applicable employment
and reward legislation and regulation.
> Maintain effective employee relations by implementing
effective frameworks to ensure appropriate workplace
behaviour, the ability to hold employees to account for their
actions and adequately respond to employee concerns.
6. Legal
The risk that the Group fails to comply with its legal obligations,
in spirit and literal interpretation of the law. Or the Group fails
to protect its interests and/or assets through a failure to take the
appropriate legal safe guards (ie contractual arrangements and
intellectual property protection) and action (ie litigation and
criminal prosecution). This includes failure to effect changes
required to comply with changes in legislation or law and failure
to effectively engage the Group’s law firms. In addition, this
includes the risk of failure in relation to the Group’s
whistleblowing practices.
> Adopt appropriate arrangements to achieve reasonable and
proportionate compliance with all applicable laws to which the
Group is subject.
> Take reasonable steps to safeguard its contractual arrangements
with clients, market participants, suppliers and employees.
> Take reasonable steps to safeguard the Group’s current and
planned activities within the jurisdictions in which it operates.
7. Change
The risk of poorly executed business and technology changes which
do not deliver timely intended outcomes, including unforeseen
consequences due to lack of planning or business engagement
> Manage change initiatives in a controlled way.
> Ensure change initiatives support the delivery of the Group’s strategy.
TP ICAP GROUP PLC Annual Report and Accounts 202553
Strategic report
Principal risks and uncertainties continued
Financial risk
Risk Risk management objectives
8. Liquidity
The risk that the Group will not be able to meet efficiently both
expected and unexpected current and future cash flow and
collateral needs without affecting its daily operations or its
financial condition. The Group is exposed to liquidity risk from:
> Margin calls and collateral calls; and
> Funding of cash outflow events.
> Maintain a robust financial position in both normal and
stressed conditions.
> Ensure liquidity resources are sustained at levels that reflect
the Group’s risk profile.
> Maintain access to capital markets.
> Prudently balance margin call and collateral call exposure.
9. Credit
The risk that a counterparty will fail to meet its obligations in
accordance with agreed terms. This includes the risk of default as
well as concentration risks.
Counterparty exposure principally arises in relation to brokerage
receivables and other trade debtors, cash deposits held at banks
and money market instruments or pre-settlement risk and
settlement risk arising from Matched Principal broking.
> Ensure clients meet the payment terms set out in their client
agreement and meet the minimum credit worthiness
requirements specified by the Group.
> Deposit cash and financial assets with strong credit-rated
clearing banks and settlement organisations.
> Accept counterparty credit risk provided that the permitted level
of exposure that can be held with each counterparty
appropriately reflects the creditworthiness of the counterparty.
> Minimise exposure to settlement risk.
Strategic and business risk
Risk Risk management objectives
10. Strategic and business risk
The risk that the Group fails to adequately respond to
technological advancements, client preferences, broking practices,
market participants or is overly concentrated (eg specific market,
asset class, client or business) which materially impact the Group’s
business model.
The risk that the Group fails to adequately respond to
developments within financial markets (including new asset
classes) or the geopolitical environment.
> Adoption and execution of a well-defined and responsive
business strategy which ensures the continued viability and
growth of the Group’s business.
> Ensure the Group is competitive within its chosen markets.
This includes ensuring that the Group’s product offering is at
least comparable to its peers.
> Take advantage of external market developments in pursuit of
its growth targets, especially into growing and new markets such
as development of crypto currencies, growth of provision of
financial data markets and expansion into the buy-side market.
> The Group takes measures to protect its market position.
TP ICAP GROUP PLC Annual Report and Accounts 202554
Viability statement and going concern
Viability statement
The Board of Directors has assessed the prospects for, and viability
of, the Group over a three-year period to the end of December 2028.
We believe that a three-year time horizon remains the most
appropriate time frame over which the Directors should assess the
long-term viability of the Group. This is on the basis that it has a
sufficient degree of certainty in the context of the current position
of the Group and the assessment of its principal risks, and it matches
the business planning cycle. This time horizon is broadly in-line with
the weighted average maturity of our debt facilities, comprised of
revolving credit facilities and corporate bond portfolios.
The assessment has been made taking into account the following:
> The Assessment of the Group’s principal risks, including those
that would threaten the Group’s business model, future
performance, solvency and liquidity. These risks are also
discussed in the Principal risks and uncertainty report on pages
50 to 54;
> The Group Internal Audit Opinion that contains an assessment
of the effectiveness of the Group’s risk management and internal
control systems;
> The Going Concern Review that assesses whether the Group has
access to sufficient liquidity to meet all of its external obligations
and operate its business, for a period of at least 12 months from
the date of the Annual Report;
> The Group Review of Capital and Liquidity Adequacy (‘GRCLA’)
that assesses the capital and liquidity position of the Group on
a consolidated basis, in both base and stressed conditions;
> The Review of Internal Capital Adequacy and Risk Assessment
(‘ICARA’) process undertaken by the UK Regulated Entities; and
> The assessment of the Group’s external credit rating by Fitch Ratings.
The Directors confirm that they have undertaken a robust assessment
of the prospects of the Group and its principal and emerging risks
over a three-year period, and, on the basis of that assessment, have
a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over at least the
period of assessment.
In arriving at this conclusion, the Directors have made the
following assumptions:
> The Group maintains access to liquidity through the Group’s
£350m bank revolving credit facility and ¥20bn (c.£95m) Totan
revolving credit facility (see Note 26 on page 166);
> The Group does not experience any material change in its capital
or liquidity requirements; and
> The Group is not materially impacted from litigation or,
regulatory changes or investigations in a negative way.
Going concern
The Group has sufficient financial resources to meet the Group’s
ongoing obligations.
The Directors have assessed the outlook of the Group for at least
12months from date of approval of the financial statements by
considering medium-term projections as well as stress tests and
mitigation plans. The stress tests include material revenue
reductions, significant one-off losses, losing the Group’s investment
grade status resulting in increased finance costs and slow-down in
collection of trade debtors. Under these tests we continue to have
sufficient liquidity and are compliant with all covenants after
taking mitigating actions such as reducing costs, suspending
dividends and delaying investments.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for at least 12 months
from date of approval of the financial statements. Accordingly, the
Annual Report and Accounts continue to be prepared on the going
concern basis.
TP ICAP GROUP PLC Annual Report and Accounts 202555
Strategic report
Task Force on Climate-related Financial Disclosures
TP ICAP is committed to continued adoption of, and reporting consistently with, the recommendations of the Task Force on Climate-
related Financial Disclosures (‘TCFD’). In 2023, we completed a detailed qualitative, and quantitative, climate scenario analysis. Guidance
issued by the UK’s Department for Business, Energy, and Industrial Strategy (‘BEIS’), states that companies should update their analysis at
least every three years. Therefore, we will refresh our overall qualitative, and quantitative, climate scenario analysis in 2026.
This year, our assessment of the potential impact of climate-related risks and opportunities is based on the overall analysis we completed
in 2023, and a climate-related financial assessment we again conducted this year. Our climate-related financial assessment is based on the
quantitative model we developed in 2023. It employs a revenue-to-demand change ratio of 1:1 to test the impact of various climate scenarios
on a risk and opportunity basis related to the energy transition (see pages 61 and 62).
The analysis concludes that while climate change is relevant to TP ICAP, its impacts are not considered to be significant under the time
frames and climate scenarios used in the assessment. Our TCFD statement includes details on the approach and analysis used to evidence
the conclusion, but otherwise reports proportionately against the TCFD recommendations and recommended disclosures.
In compliance with the Financial Conduct Authority (‘FCA’) Listing Rule UKLR 6.6.6(8)(a) on climate-related disclosure, we believe the
information contained within this report to be consistent with the TCFD recommendations and recommended disclosures. Disclosure on
aspects of the Strategy and Metrics and Targets TCFD pillars are subject to a materiality assessment. The conclusion of our climate-related
financial assessment is that climate change is not financially material for our business. We have therefore not disclosed details on how
climate is considered in business decision-making and planning processes (Strategy C) nor disclosed performance against TCFD’s cross-
industry climate-related categories (Metrics and Targets A). All relevant information is included within this Annual Report.
Disclosure index
Recommendation Relevant information disclosed Disclosure location
Governance
(a) Board oversight
(b) Management’s role
> Responsibility for climate change identification,
assessment, and management across the Group
> Examples of discussions and decisions made relating
to climate change
> Description of how climate features in business
processes as relevant, given the potential reputational
implications of climate change
56 and 57
56 and 57
56 and 57
Strategy
(a) Climate-related risks and opportunities
(b) The impact of climate-related risks and opportunities
(c) The resilience of the organisation’s strategy
> Overview of approach to climate scenario analysis
> Identified climate risks and opportunities
> Progress on climate transition planning and
resilience response
> Resilience assessment of potential financial impact
across climate scenarios, including 1.5°C
57 and 58
59 to 61
62
62
Risk management
(a) Identifying and assessing climate-related risks
(b) Managing climate-related risks
(c) Integration into overall risk management
> Process to identify, assess, and manage climate risks
and opportunities
> Overview of how climate is incorporated in Group-
wide risk management framework
59 and 63
63
Metrics and targets
(a) Climate metrics
(b) Greenhouse gas (‘GHG’) emissions
(c) Climate targets
> Overview of environmental metrics used as a proxy for
climate risk exposure, given that no risks or opportunities
are assessed as financially material for the Group
> Climate commitments to drive the reduction in
emissions over time
64
64
Governance
The Board’s oversight of climate-related risks and opportunities
The Board retains overall responsibility for climate-related risks and opportunities, as outlined in its Terms of Reference. In 2025, climate
issues were addressed in two deep-dive sessions and through regular sustainability updates. Further details on these updates and the
Board’s ESG expertise are provided on pages 72 and 81.
Climate-related matters were also considered by Board sub-committees:
> Audit Committee: Ensures compliance with climate-related regulations and oversees ESG reporting, including Scope 1, 2, and 3 emissions.
> Risk Committee: Reviews climate-related risks and the Group’s risk management framework.
Climate considerations are embedded in the annual budget process, overseen by the Board. Divisional CFOs report any climate-related
financial impacts to the Group CFO. For the 2025 budget, no material climate-related financial impact was identified.
TP ICAP GROUP PLC Annual Report and Accounts 202556
Management’s role in assessing and managing climate-related
risks and opportunities
Management plays a key role in assessing and managing climate-
related risks and opportunities. The Executive Committee oversees
the Group’s climate strategy and execution, including integration
of TCFD deliverables. Supporting this, the ESG Forum drives
sustainability strategy implementation and reports directly to the
Executive Committee. A cross-functional TCFD Working Group
coordinates activity across the Group and contributes to climate-
related disclosures.
ESG governance structure
Group Executive Committee
Leads the delivery of the Group’s overall ESG
programme and updates the Board on ESG matters.
Group ESG Forum
Provides oversight and advice in relation to ESG strategy,
policies, documentation, implementation, communications,
and disclosures.
TCFD Working Group
Drives the actions needed to embed the TCFD framework
within our business.
TP ICAP Group plc Board
Has oversight on business strategy from
an ESG perspective.
Strategy
The climate-related risks and opportunities identified over the
short, medium, and long term
Our approach
We use both qualitative and quantitative climate scenario analysis
to assess potential risks and opportunities across the Group. Our
latest analysis, completed in 2023, remains valid for the 2025
disclosure, as there have been no material changes to our business
model or operations. In line with BEIS guidance, we will conduct
a new detailed scenario analysis in 2026.
The 2023 assessment covered all business divisions, with a particular
focus on the Energy & Commodities (‘E&C’) division, where
climate-related impacts are most pronounced. The qualitative
analysis involved research and workshops with the TCFD Working
Group and senior executives to identify, prioritise, and assess risks
and opportunities by geography and division. Input from SLR
supported the ranking process, resulting in two priority risks and
one opportunity selected for quantification.
Our scenario analysis considered multiple climate pathways,
geographies, business areas, and time horizons. While climate
scenarios have inherent limitations, these are noted where relevant.
Our 2025 materiality approach remains consistent, combining
qualitative and quantitative factors. It reflects both external
climate trends and internal business perspectives across regions
and divisions.
TP ICAP GROUP PLC Annual Report and Accounts 202557
Strategic report
Scenarios used in our analysis
For transition risks, we used Paris-aligned (1.5°C), middle-of-the-road (2°C), and high-warming (2.6°C) scenarios. For physical risks, our analysis
used middle-of-the-road (2°C+) and high-warming (4°C+) scenarios.
Paris-aligned Middle-of-the-road High warming
Description Ambitious early action increases
risks associated with low-carbon
transition but limits the effects of
global warming.
Delayed, or late and sudden action
resulting in transition-related shocks
to society alongside higher impacts
from physical risks.
Limited action results in significant
warming, and more severe impacts
from physical risks.
Temperature 1.4–1.6°C 1.4–2.7°C 2.6–4°C+
Scenario source/
model
> Network for Greening the
Financial System (‘NGFS’) Orderly
Transition scenarios including Net
Zero 2050 and Below 2°
> International Energy Agency
(‘IEA’) Net-Zero 2050 (‘NZE’)
> Intergovernmental Panel Climate
Change (‘IPCC’) SSP1-2.6
> Organisation of the Petroleum
Exporting Countries (‘OPEC’)
World Oil Outlook 2025,
Advanced Technology scenario
> NGFS Disorderly Transition
including Delayed Transition and
Divergent Net Zero
> IEA Announced Pledges (‘APS’)
> IPCC SSP2-4.5
> NGFS Hot House World scenario
including Current Policies and
Nationally Determined
Contributions (‘NDC’)
> IEA Stated Policies (‘STEPS’)
> IPCC SSP5-8.5
Time frame
As a broking business, we need to remain agile and responsive to markets that are influenced by a range of unpredictable external factors.
This affects our ability to plan to traditional long-term time frames. The time periods we use in our planning processes are therefore in
shorter time increments, and anchored in the near term in particular.
Time frame Length (years) Rationale
Short term
(transition and
physical risks)
0–3 We operate according to a short-term time frame of 0–3 years, the main element being a detailed
one-year budget planning cycle. We also use a 0–3-year time frame for assessing risks through our
Enterprise Risk Management Framework (‘ERMF’).
Medium term
(transition and
physical risks)
3–5 The time frame aligns with the future financial projections considered by the Board.
Long term
(transition risks)
5+ The long-term time frame was defined specifically for climate scenario analysis; the business does
not have a long-term time frame that could be used for this purpose. For transition risks, our analysis
used a long-term time frame of 5+ years to 2035. This enables us to consider the potential impacts
of climate change over the longer term, while balancing inherent uncertainties within climate
scenarios as they look further into the future.
Long term
(physical risks)
5+ The long-term time frame was defined specifically for climate scenario analysis; the business does
not have a long-term time frame that could be used for this purpose. For the physical risks
assessment, ie those risks that could impact on physical assets, such as data centres, our long-term
assessment time frame extends to 2050. This time frame differs from the long-term time frame we
use for transition risks, because there is more information available on physical climate data, and
these potential impacts become more prevalent over time.
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202558
Qualitative climate scenario analysis
Our qualitative climate scenario analysis, originally completed in 2023 and reviewed again in 2025, established whether any geographic
or sectoral nuances existed between our identified risks and opportunities. All the identified risks and opportunities apply to the Group
globally, following the global footprint of our operations and client base. The assessment noted some sectoral nuances, as expected, with
our E&C business division being the most relevant. Within these asset classes, we looked closely at fossil fuels (including coal), renewables,
and the metals and minerals relevant to the low-carbon transition.
The analysis confirmed that our business is more predisposed to transition risks and opportunities than physical climate risks. Our exposure
to physical risks from climate change is low. We lease our office and data centre estate, where the risks are principally owned and managed
by landlords. Furthermore, as a broker, we do not lend money or make investments in property or other physical assets.
This year, under the governance structure in place to assess and manage climate-related risks and opportunities, our divisional CFOs and
the TCFD Working Group reviewed the risks and opportunities to identify any changes in significance or applicability. They concluded that
the previous assessment continues to be valid.
Classification Description of risk and impact Climate scenario analysis Plans to monitor and manage risk
Risks
TCFD taxonomy:
Transition
market risk
Division:
Most relevant
to E&C
Geography:
All regions
1. Limited penetration of new asset
classes relevant to the low-carbon
transition
> To achieve global climate goals,
an uptick in low-carbon markets is
expected. There could also be an
emergence of new solution
providers.
> There is a potential for new
platforms around voluntary
carbon trading, or circular and
renewable solutions.
> If we fail to respond in line with
market shifts, we may experience
a decrease in market share.
We are well-positioned to respond to
new market developments due to
strong client relationships and the
wealth of data we hold.
Most likely to manifest in the
medium-to-long term in transition
scenarios, particularly if there is
sudden policy action.
Our potential exposure is most
relevant to E&C which is brokering
across these asset classes, but may
affect other divisions that interact
with these markets, such as
Parameta Solutions.
> Maintain business agility to respond
to client needs.
> Monitor trends and engage with
clients to understand changing
interests in asset classes.
TCFD taxonomy:
Transition
market risk
Division:
Most relevant
to E&C
Geography:
All regions
2. Uncertainty in low-carbon market
developments
> A low-carbon transition requires
changes to the energy mix to
achieve GHG emission reductions.
It will also increase demand on
minerals and metals to develop
low-carbon technologies.
> Insufficient and/or sudden
implementation of policy can
make it difficult to predict how
demand across different energy
and commodity asset classes
might change.
> Sunk costs or opportunity costs if
the Group does not take advantage
of new markets, or if it overcommits
to a particular market.
We are seeking opportunities for
new environmental and low-carbon
asset classes.
Most likely to manifest under a
delayed or sudden transition
scenario in the medium-to-long term,
where market signals are unclear.
Any potential exposure is most
relevant to E&C which is brokering
across these asset classes.
> Continue engagement across key
trading functions, particularly E&C,
to stay up to date with market
trends and speed of change.
Associated metrics: E&C revenues by
asset class.
TCFD taxonomy:
Transition
market risk
Division:
E&C only
Geography:
All regions
3. Fossil fuel market declines in
low-carbon transition
> As economies continue towards
the energy transition, the
prevalence of fossil fuels (eg coal,
oil, gas) will be superseded by
renewable alternatives.
> As client demand for fossil fuel
diminishes, the Group will see a
reduction in associated revenues
from these asset classes.
While fossil fuel demand is
expected to decline under ambitious
and middle-of-the-road transition
scenarios, it is set to increase in the
business-as-usual high-warming
scenarios. Oil is recognised as
a critical transition energy, and as
such this risk is only likely to manifest
in the longer term. However, our
E&C division has an established
market presence across fossil fuels
and alternatives, and is well-
positioned to align its resources
with market demand.
> Monitor climate policy
announcements to track expected
changes in market demand.
> Seek new market opportunities in
the low-carbon transition, to
replace all the main energy sources
declining in fossil fuel consumption.
Associated metrics: E&C revenues
by asset class.
TP ICAP GROUP PLC Annual Report and Accounts 202559
Strategic report
Classification Description of risk and impact Climate scenario analysis Plans to monitor and manage risk
Risks
TCFD taxonomy:
Transition
reputation risk
Division:
Group-wide
Geography:
All regions
4. Reputational risk from connection
with fossil fuels
> There is increasing expectation
and scrutiny on organisations for
the use of, or involvement with,
fossil fuels.
> If the Group does not keep apace
of climate decarbonisation trends,
brokerage of fossil fuels could lead
to reputational harm.
> Reputational backlash from
investors may affect share price
and access to capital.
We are aware of increasing scrutiny
from wider stakeholders which may
become more relevant in an
ambitious climate transition
scenario. This risk is mostly relevant
for our E&C division which brokers
fossil fuels, but the potential impact
could be Group-wide.
Most likely to manifest under an
ambitious climate scenario in the
medium-to-long term.
> Support the low-carbon transition
by seeking opportunities to develop
low-carbon solutions and maintain
a commitment to minimising
GHG emissions.
> Engage with clients to understand
their decarbonisation plans over the
long term, to assist with our
strategic planning.
TCFD taxonomy:
Transition
policy risk
Division:
Group-wide
Geography:
All regions
5. Increase in climate disclosure
requirements
> Regulators and investors are
demanding greater transparency
on ESG and climate disclosures
(eg transition plans, etc).
> Responding to current and
emerging reporting obligations
requires resources to meet
compliance requirements, or risks
facing fines and further
reputational damage.
The Group, and some of its
subsidiaries, are already subject to a
range of climate-related compliance
obligations. New mandates are
already emerging which we must
respond to.
It is possible that further
requirements or higher expectations
will emerge over time, especially in
a low-carbon transition, that will
require further resources.
> Continue to monitor climate-related
legislation and applicability to the
Group and its subsidiaries.
> Respond to reporting obligations in
a streamlined manner, identifying
synergies across mandates to ensure
compliant responses with efficient
allocation of resources.
Associated metrics: Scope 1, 2 and 3
carbon emissions.
TCFD taxonomy:
Physical acute risk
Division:
Group-wide
Geography:
All regions
6. Increase in extreme weather
leading to damage to assets
> Gradual changes to climate and
extreme weather events are
expected to increase in the future.
> Costs to replace damaged
equipment, or increased costs
as a result of higher insurance
premiums, if claims are made to
replace damaged assets.
While the business has a global
footprint, the Group has limited
direct exposure to physical climate
risks. We operate from a relatively
small, leased, office portfolio.
The Group has no significant
exposure to other physical assets
(ie no vehicle fleet, no
manufacturing facilities, etc).
This risk is most likely to manifest
in the long term, under a higher
warming scenario. Despite the
minimal exposure to physical risks,
the potential impacts could
affect the Group across divisions
and geographies.
> Embed climate-related risks into
business continuity plans.
> Ensure new data centre premises
meet our current high-resilience
standards.
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202560
Classification Description of opportunity and impact Climate scenario analysis Plans to monitor and seize the opportunity
Opportunities
TCFD taxonomy:
Transition
products
opportunity
Division:
E&C only
Geography:
All regions
1. Increase in demand for brokerage
of low-carbon commodities
> The transition to a low emissions
economy will require enormous
investment in technologies
supporting renewable energy
infrastructure and battery storage,
for example.
> Higher demand for the
commodities required for these
technologies, or the energy
sources themselves, may result in
higher revenues if transaction
volumes and values increase.
There is already demand for these
commodities and other
environmental asset classes.
It is expected this will only grow in
the medium-to-long term, and would
be most significant in transition
scenarios where demand for
low-carbon solutions is higher.
This opportunity is most relevant to
E&C which brokers these commodities.
> Leverage existing client
relationships to identify
opportunities to broker low-
carbon solutions.
> Monitor trends and engage with
clients to understand changing
interests in asset classes.
Associated metrics: E&C revenue by
asset class.
TCFD taxonomy:
Transition
products
opportunity
Division:
Parameta
Solutions
Geography:
All regions
2. Increase in demand for data
associated with low-carbon
solutions
> Low-carbon and environmental
asset classes are expected to
become more prominent in a
low-carbon transition.
> Demand for data on these asset
classes will grow in importance in
a similar way, alongside indices
and benchmarks.
> Higher demand for data, indices
and benchmarks is expected to
drive increased revenue for
Parameta Solutions.
We are already responding to
increased demand, eg our recently
launched Global Liquefied Natural
Gas (‘LNG’) Pricing Service.
The increase in demand for this data
is already apparent and is expected
to increase over time.
This is relevant to Parameta
Solutions which is delivering data,
analysis and indices.
> Proactively monitor market
developments to expand our
position as a major over-the-
counter broker.
Quantitative climate scenario analysis
We developed a quantitative climate scenario analysis approach
to assess the potential financial impact of climate-related risks and
opportunities on the Group. The scenario analysis focuses on two
risks, and one opportunity, which were identified using a range of
factors, including feedback from SLR (a consultancy supporting our
analysis), internal data availability, and the ability of the relevant
climate scenarios to support quantification.
The climate impacts selected for quantification include:
> The potential changes to revenues derived from E&C brokerage
as demand for the key asset classes (oil, power, coal, etc)
increases, or decreases, through the energy transition (aligned to
Risk #3, and Opportunity #1 in the table on pages 59 and 61); and
> The potential future costs associated with damage to assets from
climate change events which could increase in severity, or frequency,
in the future (aligned to Risk #6 in the table on page 60).
Change in demand
2025
The model draws from two primary sources of long-term global
demand for energy: the IEA and OPEC. Each present contrasting
views on the future of fossil fuels, and the pace of the energy
transition. In addition to the long-term energy outlooks from IEA
and OPEC, we also considered a wide range of sources, including
discussions with in-house experts at PVM with decades of
experience in the oil market. We have taken these views into
account in our assessment of the potential impact to our strategy
and financial planning.
Our assessment considers the potential change in demand for
different energy sources, and the commodities relevant to the
low-carbon transition. The full list of climate scenarios used in our
analysis is on page 58 of this report. The IEA data set covers energy,
metals and minerals which broadly align with those brokered by
E&C. The OPEC data set covers the main energy asset classes,
including fossil fuels and renewables. Both data sets include coal,
which generates a very small portion of total E&C revenue.
We are asset-light; we lease our office premises and do not own or
operate a vehicle fleet. We are not an investment bank or a lender
with a loan book. Our primary business is brokerage, where
volatility is a key driver of revenue generation. Modelling the
effects of volatility – particularly volatility caused by climate
change – is difficult to do reliably. Following SLR’s advice, our
modelling uses a revenue-to-demand change ratio of 1:1 to test the
impact of the scenarios on this risk and opportunity. This assumes
that as demand for a particular energy source or commodity
changes, the revenue increases or decreases at an equal rate.
TP ICAP GROUP PLC Annual Report and Accounts 202561
Strategic report
To assess the potential financial impacts, we overlaid changes in
demand by asset class with associated 2025 revenues, across the
different climate scenarios and time horizons. Under the IEA NZE
2050 scenario (1.5°C), there is a pronounced decrease in fossil fuel
demand, with growth in demand for electricity. The metals and
minerals used in low-carbon technologies also grow in demand,
with iron and steel beginning to reduce in demand from 2035. IEA’s
Announced Pledges Scenario (‘APS’) (2°C) shows similar trends, but
on a less significant scale, with iron and steel continuing to grow in
demand past 2035 unlike in the IEA’s APS. Finally, the IEA Stated
Policies Scenario (‘STEPS’) (2.6°C), generally considered to reflect
the world’s current climate trajectory, shows a decrease in demand
for coal and an increase in demand for oil, gas, and power until
around 2030, where oil demand will begin to decline. Gas and
power demand will continue to increase beyond 2030, alongside
increased demand for metals and minerals. OPEC Advanced
Technology Scenario (<2°C) shows energy demand increasing over
time, with a growth in the levels of oil and gas demand until 2035
when they begin to decrease. Renewables are expected to increase
in demand with coal consistently falling. OPEC Reference Case and
Laissez-Faire Scenarios, while not temperature-aligned, both
expect oil, gas and power demand to grow over time, with more
significant growth under the Laissez-Faire Scenario. The analysis
concluded that the net impact on brokerage revenues is expected
to increase modestly in each of the climate scenarios considered,
indicating that the opportunity may be greater than the risk.
Physical risks
Our disclosure on physical climate risk is based on two reviews
conducted in 2022 and 2023. In line with the BEIS guidance, we will
update this assessment in 2026. These assessments have focused on
potential physical climate risks to infrastructure, caused by a range
of extreme weather categories (ie water stress, heat stress, storms,
and floods).
Our approach includes both qualitative and quantitative factors,
and concludes that most of our sites have low overall exposure to
physical climate hazards, even under a high emissions future. Data
centres are a critical part of our operational infrastructure. Ensuring
our data centres are resilient to risks, including those arising from
climate change, is an important part of our business continuity
plans. The Group has strong mitigants in place to protect its data
centre assets from damage, or from financial losses arising from
damage to assets. Furthermore, the Group continues to transition
from physical data centres, moving a greater proportion of its
workload to the cloud. Taking these measures into account,
the analysis concluded that the residual risk to the Group was
negligible across all climate scenarios and time horizons.
The impact of climate-related risks and opportunities
on our businesses, strategy, and financial planning
The qualitative and quantitative analysis confirms that the Group is
not expected to be significantly impacted by climate-related risks.
The analysis indicated that we may stand to benefit from climate-
related opportunities, given the potential for growth in asset classes
relevant to the transition. But, given the range of permutations,
and the various assumptions and estimates used in the analysis,
we believe this assessment provides a potential sense of direction
rather than any definitive, material, opportunity. Maintaining an
agile approach across energy, commodity, and capital markets,
is central to the resilience of our business. This positions the Group
well to mitigate risk and capitalise on opportunities.
The output of the quantitative climate scenario analysis was used
to assess the sensitivities on potential impacts to the financial
forecasts used in goodwill impairment assessments, and the
valuation of the relevant cash-generating units (‘CGUs’). The
assessment concludes that in ambitious climate scenarios, aligning
with 1.5°C warming, the potential impacts are not significant or
deemed financially material.
Turning to our financial performance, the results of the climate-
related financial assessment, which is based on the output of the
quantitative climate scenario analysis, did not indicate a material
financial impact to the Group under the climate scenarios or time
frames used.
We recognise that climate-related risks are non-diversifiable risks,
impacting businesses regardless of their size or sector, and that
exposure could change and evolve over time. We are committed
to the ongoing assessment of the potential impacts of climate-
related risks and opportunities to our business, both through the
ERMF, and with periodic quantitative analysis in line with
stakeholder expectations.
We have used the results of our climate change assessments to
ensure that any relevant climate-related risks and opportunities
are integrated into our ERMF and Risk Taxonomy, and are
actively managed.
Prioritisation and transition plans
We prioritise our climate-related risks and opportunities through
the system of working groups described on page 57 of this report.
The prioritisation of our identified climate-related risks and
opportunities, originally produced in 2023, was reviewed by our
divisional CFOs, and the TCFD Working Group, in 2025. No changes
were made to either the risk or opportunity priority level, and they
remain an accurate reflection of the key climate-related risks and
opportunities for the Group.
Our approach to transitioning to a low-carbon economy centres
around our carbon neutral ambition, and the steps we are taking to
reduce the GHG emissions from our operations. The sustainability
section of this report (pages 22 to 37) includes the outline of our
transition plan.
The resilience of our strategy, taking into consideration
different climate-related scenarios, including a 2°C or
lower scenario
We use scenario analysis to inform our understanding of the
resilience of our strategy in uncertain climate futures. On pages 59
to 61 we set out the approach used in our qualitative and quantitative
scenario analysis, including the scenario sets used. The tables on
pages 59 to 61 include a description of our plans to monitor and
manage each identified priority climate-related risk and opportunity.
We keep our assessment under review, and will continue to return to
it as part of our ongoing commitment to assessing and managing
the impact of climate change on our business.
We are not immune from risks stemming from climate change.
We generate income through broking. It is key, therefore, that the
Group correctly recognises which elements of the business will grow
or decline as clients, the economy, and governments adapt to the
transition to a low-carbon economy.
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202562
Risk management
Processes for identifying and assessing
climate-related risks
Climate-related risks are identified, assessed, and managed within
the overall scope of our Group-wide ERMF. This includes:
> A review of the climate-related risks the Group is exposed to
categorised in accordance with the Group’s risk taxonomy;
> A review of the risk management requirements, as these relate
to climate risks; and
> An assessment of the Group’s current climate risk profile relative
to risk appetite, including climate-related risks.
Risk identification
Climate-related risks are incorporated into our ERMF to ensure
a sufficiently broad consideration into the Group’s risk framework.
Climate-related risks can crystallise across multiple categories
within the Group’s risk taxonomy, as follows:
> Business Continuity and Crisis Management Risk includes the risk
that the Group fails to address appropriately physical or
transition climate risk impacts on the Group, or third-party
infrastructure and business continuity providers;
> Regulatory Risk includes the risk that the Group fails to comply
with current or emerging climate-related regulatory requirements
in any of the jurisdictions in which we operate, with potential
sanctions for non-compliance including fines, public censure, and
associated damage to the Group’s reputation;
> Credit Risk includes the risk that a counterparty defaults due to
the direct or indirect impact of physical or transition climate risk;
and
> Strategic Risk includes the risk that the Group:
— Fails to respond effectively to the impact of physical or
transition climate risk on client demand;
— Fails to address any long-term loss of operability, due to the
impact of physical or transition climate risk impacts on the
Group, its employees, third-party infrastructure providers or
other key suppliers which fundamentally undermines the
Group’s ability to operate its business models; or
— Incurs reputational damage caused by a failure to meet
stakeholder expectations in relation to ESG strategy and
performance (including climate change), leading to key
stakeholders being unwilling to deal with the Group (including
investors, clients, suppliers and employees).
Risk management framework requirements
The Board articulates the overall level of risk the Group is willing
to accept for the various risks it faces within its Risk Appetite
Statement, including climate-related risks.
As part of the ERMF, the Group defines risk management
requirements for its various risks. In relation to climate risks the
Group will continue to integrate climate considerations into BAU
management processes and systems.
Risk assessment
Through the ERMF, the Group principally assesses its risk profile
on a forward-looking basis and it seeks to identify any potential
changes to its risk profile over the short and medium term.
Discussions with management across the business confirmed that
applying climate-related risk considerations to our existing risks has
not materially changed this assessment of their risk profile. We do
not foresee any probable climate change-related risk consideration
crystallising in the next 12 months that will materially affect our
business. However, in line with the results of our detailed climate
scenario analysis, the Group has identified climate-related risks
that could lead to a change in risk profile over the longer term.
These include potential transition risk impacts to the Group, and
more specifically to the E&C division.
The Group operates a formal issue management process across the
three lines of defence to manage any issues which could materially
impact the Group’s risk profile, including climate-related risk. In
determining the appropriate response, the Group will prioritise its
remediation activity according to the potential impact of each
relevant risk.
How climate-related risks are identified, assessed,
managed, and integrated into the organisation’s
overall risk management
We manage climate-related risks within the scope of our overall
existing ERMF. Please see pages 50 to 51 for more details.
TP ICAP GROUP PLC Annual Report and Accounts 202563
Strategic report
Metrics and targets
The metrics used to assess climate-related risks and
opportunities in line with our strategy and risk
management process
We use the TCFD’s cross-industry climate-related metric categories
to establish the relevant and proportionate metrics for our
reporting. Due to the increased stakeholder interest in climate
change, and in particular measurement and management of Scope
1, 2 and 3 emissions, we consider these metrics to be relevant for this
disclosure. We also use E&C revenues by asset class as an internal
metric for risk and opportunity monitoring. We will keep these
metrics under review as we further develop our response to the
identified risks and opportunities.
We follow the GHG Protocol in calculating and, where necessary,
extrapolating our emissions. We report our corporate emissions
under the operational control method. We therefore account for
100% of the GHG emissions where we have operational control.
This includes the Group and its subsidiaries, but excludes joint
ventures where we do not have operational control, and associates.
Building emissions and business travel data was collected as part
of SECR compliance covering 1 January 2025 – 31 December 2025.
This data covered building energy use, refrigerant use, business
travel and waste.
Purchased Goods & Services emissions were calculated using the
environmentally extended input-output (‘EEI/O’) table method
based on emissions per GBP spend. We measure, and report, our
emissions for Scope 1, 2 and six of the 15 Scope 3 GHG emission
sub-categories. We do not report on nine out of the 15 Scope 3 GHG
categories because we do not have any emissions, or any significant
emissions, in these areas. The services we provide – for example,
trade execution and advisory – do not generate their own emission
streams. Therefore, emissions from Downstream and Upstream
Distribution and Transportation, and Processing, Use or End-of-Life
Treatment of Sold Products are not relevant. Our business does not
operate on a franchise model, and as a result, we do not disclose
any emissions in the Franchises Scope 3 sub-category. We have not
yet calculated emissions from our investments in associates,
however we anticipate these to be minimal.
Scope 1, Scope 2 and Scope 3 GHG emissions
Our total emissions equalled 58,374 tCO₂e. This equates to a 9%
increase compared to the previous year, driven by an increase in
Scope 3 Purchased Goods & Services emissions. We reduced our
Scope 1 and Scope 2 emissions by 10% year-on-year.
Other metrics
As part of our climate scenario analysis, we assessed the Group’s
exposure to carbon pricing – both direct and indirect. This included
evaluating current and potential changes to carbon pricing
mechanisms and their relevance to our operations. The Group
operates an asset-light model with low emissions and is not subject
to a carbon tax. Given our emissions profile, we do not expect to be
taxed in the future. Any cost increases from procured goods and
services are expected to be minimal. As there have been no material
changes to our structure or markets, we continue to assess the Group
as not sensitive to carbon pricing.
Performance-related metrics are included in the Company’s
remuneration approach for Executive Directors for the execution
of key deliverables, regulatory or otherwise, in relation to climate
change. Their bonus is determined 70% based on financial
performance and 30% based on performance against a scorecard
of non-financial objectives. The attainment of certain ESG targets is
assessed as part of the non-financial element of the bonus. Further
details are included in the Annual Report on Remuneration on
pages 114 to 116.
Targets used to manage climate-related risks and
opportunities, and performance against these targets
Scope 1 and 2 – Target and road map
To help meet the net zero ambition set by the UK government, our
absolute emissions target is to be carbon neutral across both Scope
1 and Scope 2 emissions by the end of 2026. On Scope 1 and 2, we
continue to make progress with emissions reducing 10% in the year.
This performance has been driven by our ongoing office and data
centre consolidation programme, which is a core element of our
emissions reduction strategy (see pages 23 and 24 for further detail).
Our focus between now and the end of 2026 is to (a) continue with
our office and data centre consolidation, and (b) implement actions
to promote energy efficiency, including working with our landlords.
Scope 3
Emissions from Purchased Goods and Services remain the largest
contributor to our carbon footprint (2025: 72%). We continue to
deepen our understanding of these sources and work with suppliers
to reduce them. Our Scope 3 footprint is calculated using
Watershed’s supplier-specific emissions factors where available,
enabling more accurate estimates than industry averages. Our core
suppliers are at varying stages of their reporting journeys, and we
have not yet engaged the full supply chain. We will continue
working with suppliers to improve the quality of our Scope 3 data
and better understand their emissions reduction plans. We note,
however, that nine of our top ten suppliers have published
commitments to significantly reduce emissions, or become net zero,
by 2050. Against this backdrop, we have no plans to set a Scope 3
emissions reduction target at this time, and will continue to engage
with our key suppliers about their net zero plans.
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202564
Carbon emissions
1, 2
Total Global AMER APAC EMEA
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Scope 1 t/CO₂e 597 756 – – 154 254 30 47 413 455
Of which from Fuel
Consumption 496 485 – – 109 132 – – 386 352
Of which from Fugitive
Emissions 101 271 – – 45 122 30 47 27 103
Scope 2 (location-
based) t/CO₂e –
Purchased Electricity,
Heat or Steam 4,833 5,255 – – 1,972 2,437 1,719 1,651 1,142 1,1 67
Scope 2 (market-based)
t/CO₂e – Purchased
Electricity, Heat or
Steam 2,932 3,599 – – 1,815 2,285 902 1,085 216 229
Scope 3 t/CO₂e 52,943 47,357 – – 3,907 4,186 3,204 3,382 4,315 4,663
Of which Purchased
Goods & Services
(incl. Capital Goods) 42,206 35,944 41,466 35,079 317 350 166 187 257 328
Of which Fuel & Energy 1,580 1,542 – – 591 634 486 459 503 449
Of which Waste
Disposal 513 487 – – 161 155 129 122 223 210
Of which Business Travel 3,580 4,510 52 47 767 978 1,238 1,495 1,523 1,989
Of which Employee
Commuting 5,024 4,838 – – 2,071 2,070 1,161 1,106 1,793 1,663
Of which Upstream
Leased Assets 39 35 – – – – 24 12 15 24
Total t/CO₂e 58,374 53,369 41,518 35,126 6,033 6,878 4,953 5,079 5,871 6,285
1 Due to rounding, the sum of individual emissions categories or regional breakdowns may not exactly match the reported emissions totals.
2 The full 2024 footprint has been restated to reflect an updated calculation methodology introduced in 2025, and to replace estimated data where activity-based data has
become available.
An independent third party has calculated the above greenhouse gas emissions estimates to cover all material sources of emissions for
which the Group is responsible. The methodology used was that of the ‘Greenhouse Gas Protocol: A Corporate Accounting and Reporting
Standard (revised edition, 2015)’. Responsibility for emissions sources was determined using the operational approach. All emission sources
required under the ‘Companies, Partnerships and Groups (Accounts and non-financial reporting) Regulations 2016’ are included.
Energy consumption (‘SECR’)
Current reporting year
1 January 2025–31 December 2025
Comparison reporting year
1 January 2024–31 December 2024³
UK
Global
(excluding UK) UK
Global
(excluding UK)
Scope 1 (t/CO₂e) 309.4 2 8 7. 4 359.9 396.5
Scope 2 (t/CO₂e) 903.2 3,930 872.3 4,382.8
Total Scope 1 and 2 (t/CO₂e) 1,212.6 4,217.4 1,232.2 4,779.3
Energy consumption used to calculate Scope 1 and 2 emissions above (kWh) 6,684,432 12,361,143 5,797,047 12,564,626
Intensity ratio: gross Scope 1 and 2 per employee (t/CO₂e) 1.03 1.15
3 The 2024 SECR disclosure has been restated to align with the restatement of the Group’s carbon emissions and energy consumption for the same period.
The above table and supporting narrative on pages 23 and 24 summarise the Streamlined Energy and Carbon Reporting (‘SECR’)
disclosure in line with the requirements for a quoted company, as per the Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018.
TP ICAP GROUP PLC Annual Report and Accounts 202565
Strategic report
Governance report
We connect
TP ICAP GROUP PLC Annual Report and Accounts 202566
In this section
68 Governance at a glance
70 BoardChair’sgovernanceletter
72 Board of Directors
74 Compliance with the Code
76 Corporate governance report
86 Report of the Nominations &
GovernanceCommittee
92 ReportoftheAuditCommittee
98 ReportoftheRiskCommittee
102 ReportoftheRemunerationCommittee
125 Directors’ report
128 Statement of Directors’ responsibilities
TP ICAP GROUP PLC Annual Report and Accounts 202567
Governance
Governance
Analytics
Markets
Innovation
Liquidity
Clients
Data
Colleagues
Governance at a glance
Our governance framework
Group Operating Committee
> Overseestheperformanceofsupportfunctions,significantGroupprojectsandinitiatives
including oversight of budget and cost.
> Monitors operational risk within support functions, including reviewing and approving support
function policies and potential change initiatives.
Group Executive
Committee
> Definesandrefines
strategic proposals
including the
ESGstrategy.
> Reviews performance
and success against
Groupstrategy.
> Reviews and
recommends
governance proposals
and promotes cultural
development of
theGroup.
Group Risk and Compliance Committee
> ProvidesexecutiveoversightoftheGroup’sEnterpriseRiskManagementFrameworkand
monitorsconductandcompliancewithintheGroup.
> MakesrecommendationstotheGroupExecutive,RiskandAuditCommitteesasappropriate.
Group Strategy Committee
> DevelopsproposalsontheGroup’sfuturestrategyforconsiderationbytheGroup
ExecutiveCommittee.
> ConsiderspotentialimpactsofchangesintheGroup’soperatingenvironmentandcompetitive
positioning,‘horizonscanning’foremergingopportunitiesandthreats.
Executive leadership
TheBoardhasdelegatedresponsibilityfordeliveryoftheGroup’sstrategytotheChiefExecutiveOfficerwhoworkswith
the wider senior executives and management team to deliver the day-to-day operational performance of the business.
Nominations &
Governance
> Oversees the structure, size
and composition of the
BoardanditsCommittees,
includingtheGroup’sUK
regulated boards.
> Ensures robust succession
plans are in place.
> Oversees the performance
evaluation of the Board and
itsCommittees.
Remuneration
> Develops, maintains and
recommends transparent
remuneration policies and
practices to support the
Group’sstrategyand
long-term success.
Risk
> Reviews and makes
recommendations on
theGroup’sriskappetite,
risk principles and policies
ensuring these are
reasonable and
appropriate for
theGroup.
> Oversees climate-related
risks in accordance with
TCFDrequirements.
Audit
> Ensures the governance and
integrityoffinancial
reporting and disclosures,
and reviews the controls
in place.
> OverseestheGlobal
Internal Audit function and
the relationship with the
external auditors.
> Maintains oversight
oftheGroup’sTCFD
deliverables plan.
Read more
See page 86 for more.
Read more
See page 102 for more.
Read more
See page 98 for more.
Read more
See page 92 for more.
Read more on the division of responsibilities
See page 76 for more.
Provides strategic
leadership.
Determines the
Group’spurpose,
values and strategy
and ensures these
are aligned with
the culture.
Ensures the
necessary resources
are in place to
meet Company
objectivesand
measure
performance
against them.
Ensures that
controls and risk
management
systems are
rigorous and
effective
throughout the
organisation.
Determines the
Group’srisk
appetite and
nature and extent
of the principal
risks and considers
othermatters
escalated from
theBoard’sRisk
Committee.
Determines what
mattersare
reserved for
the decision of
the Board.
The Board
Has principal responsibility for promoting the long-term sustainable success of the Company,
generating value for its shareholders and contributing to wider society.
Key responsibilities
Annual Report and Accounts 202568 TP ICAP GROUP PLC
Our Board diversity at a glance
Sex Board members
% of
the Board
Number of
senior positions
on the Board*
Number in
executive
management
1
% of executive
management
Men 6 60% 3 14 70%
Women 4 40% 1 6 30%
Other categories
Notspecified/prefernottosay N/A N/A N/A N/A N/A
Compliance
UK Listing Rule requirement Outcome Group’s position as at 31 December 2025
At least 40% of Board directors are women Target met 40% of Board Directors were women.
At least one senior Board position held
by a woman*
Target met The position of Senior Independent Director is held
by a woman.
At least one Board Director from a minority
ethnic background
Target met One Board Director is from a minority
ethnic background.
1 IncludestheGroupCompanySecretary.
* SeniorBoardpositionisCEO,CFO,ChairorSeniorIndependentDirector.
2024 2025
1Routinemattersincludingunminuteddiscussion 12% 12%
2 CEO updates 12% 15%
3CFOupdatesincludingdividend,taxmattersand
investor relations 17% 20%
4Business/managementpresentationsandupdates
including operations and technology 24% 13%
5 Risk management and audit including Brexit 1% 2%
6 Legal and compliance 6% 7%
7 Strategy including corporate transactions 18% 25%
8 Corporate governance and policies 5% 4%
9Employees,ESG,cultureandstakeholders 5% 3%
OurDirectorsbringdiversityofskills,knowledge,experienceandoutlookwhichwebelievecreatesgreatervalue,leadstobetter
decision-making and promotes the long-term sustainable success of the Company.
Board and executive management diversity disclosures UK Listing Rule 6.6.6(10)
UK Listing Rule 6.6.6(9)
How the Board spent its time during the year in scheduled meetings
Board meetings held during the year
Ethnicity
Number of
Board members
% of
the Board
Number of
senior positions
on the Board*
Number in
executive
management
1
% of executive
management
White British or other White (including minority-white groups) 9 90% 4 13 65%
Mixed/MultipleEthnicGroups – – – 1 5%
Asian/AsianBritish 1 10% – – –
Black/African/Caribbean/BlackBritish – – – – –
Other ethnic groups – – – 2 10%
Notspecified/prefernottosay – – – 4 20%
7
Number of scheduled Board meetings
2
Number of ad hoc Board meetings
97%
Board meeting attendance
2024
1
8
9
5
2
3
4
6
7
2025
1
8
9
5
2
3
4
6
7
TP ICAP GROUP PLC Annual Report and Accounts 202569
Governance
Board Chair’s governance letter
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Corporate
governance report, for the year ended 31 December 2025.
TheBoard,togetherwithitsCommittees,isresponsiblefor
establishingandupholdingsoundandeffectivecorporate
governanceacrosstheGroup.Astronggovernanceframework,
supported by robust systems and processes, aligned with the
Group’spurpose,valuesandculture,enablestheBoardtomake
agile and well-informed decisions to support the continued success
oftheGroupandcreatelong-termsustainablevalue.
‘Thewholeisgreaterthanthesumofitsparts’.Assuch,the
structure,sizeandcompositionoftheBoardanditsCommittees
is kept under constant review to ensure the Board has the right
balance of diversity; in its broadest sense, knowledge, skills and
experience to respond to any challenges or opportunities which
mayariseandtoachievetheGroup’sstrategicpriorities.
Read more
FormoredetailontheBoardandtheCommittee’scomposition,
recruitment and succession planning, see the Nominations &
GovernanceCommitteereportonpage87.
Board performance
TheeffectivenessoftheBoardisregularlyassessedandmonitored
throughtheNominations&GovernanceCommittee.Theexternal
2025 Board Performance review determined that the Board and its
Committeescontinuetooperateeffectively.Iampleasedtoreport
thateachDirector’sindividualperformanceandcontributionto
theBoardremainseffectiveandIwouldliketothankthemfortheir
continued commitment to their roles.
Read more
FormoredetailonBoardandCommitteeeffectiveness,
see pages 83 to 85.
Board and Committee responsibilities
DetailsoftheroleandactivitiesofeachoftheBoard’sCommittees
can be found under their respective reports:
> Nominations&GovernanceCommitteepage86;
> AuditCommitteepage92;
> RiskCommitteepage98;and
> RemunerationCommitteepage102.
Alongside corporate governance, the Board acknowledges its
otherkeyresponsibilities,inparticularinrelationtoESGmatters.
During the year, the Board reviewed the climate-related risks;
exercisingitsgovernanceobligationsundertheTCFD.TheBoard
was kept informed of sustainability linked regulatory requirements
and, in particular, the preparations underway to meet the Corporate
Sustainability Reporting Directive. Tracy Clarke is the Board
appointedESGEngagementDirectorandhelpsensuretheBoard
considers the environmental and societal impact of its decisions
alongside other key stakeholders.
Read more
FormoredetailontheGroup’ssustainabilityactivities,seethe
Sustainability section of this report on pages 22 to 37.
During2025,theBoardfocusedon,amongothermatters,the
Group’sresults,corporate(includingregional)strategy,governance
efficiencyandotherprojects.Inadditiontotheseitemsoffocus,the
Board approved two further buyback programmes of £30m each
in March and August 2025 in order to reduce the capital of the
Company and meet obligations under employee share schemes.
ApprovalofthesebuybackprogrammeshighlightstheBoard’s
continuedconfidenceinthefutureprospectsoftheGroup.
Read more
Furtherdetailonthekeyitemsdiscussedandtimespentbythe
Boardontheseandothermattersissetoutonpage69andin
the Corporate governance report on pages 80 to 81.
Richard Berliand
Board Chair
A year of focused governance
and strategic oversight, with
decisive actions reflecting the
Board’s continued confidence
in the Group’s future and
long‑term success.
TP ICAP GROUP PLC Annual Report and Accounts 202570
2025 Board attendance at scheduled meetings
Director Meetingsattended
Richard Berliand 7/7
Nicolas Breteau 7/7
KathCates 7/7
Tracy Clarke 7/7
Angela Crawford-Ingle 7/7
Michael Heaney
1
6/6
Mark Hemsley 7/7
Philip Price 7/7
Robin Stewart 7/7
Amy Yip 7/7
Stuart Staley
2
2/3
1 MichaelHeaneysteppeddownfromtheBoardwitheffectfrom
31 October 2025.
2 StuartStaleywasappointedtotheBoardwitheffectfrom1June2025.
StuartwasunabletoattendoneBoardmeetingduetoapriorconflict.
Board skills and experience as identified
by the Board
Score %
1 Banking 26 79%
2Trading/broking 26 79%
3 Accounting 19 58%
4 Operational 20 61%
5 Digital and technology 16 48%
6 Regulatory 26 79%
7 Risk management 25 76%
8 Audit 21 64%
9 Strategy 24 73%
10 Corporate governance 25 76%
11 Corporate transactions 22 67%
12 Remuneration 22 67%
Note:The‘Score’ofskills,knowledge,experienceheldbyeachDirectorasat
31 December 2025 is assessed utilising a 0–3 rating (0: None | 1: Can Navigate
|2:Competent|3:Expert)onanindividualbasis,providingamaximumscore
of 30 per item.
Stakeholder engagement
TheBoardiscommittedtoactivelyengagingwithourstakeholders
to ensure their interests are considered in Board discussions and to
aid strategic decision-making. Our stakeholders are integral to the
successoftheCompanyandwearecommittedtocreatingsustainable
value and a shared outcome for all. Throughout the year, the Board
received regular updates on shareholders, including their feedback
and key areas of focus. In 2025 I held engagement meetings
withourlargestshareholdersonmatterssuchasachievingvalue
recognition and the Remuneration Policy. I am available to meet
withshareholdersatanytimepriortoourAGM.
Our three dedicated Workforce Engagement Non-executive
DirectorsensuretheBoardiskeptinformedofmattersofinterest
andconcernsfromemployeesacrosstheGroupand,together
withtheannualworkforceengagementsurvey‘MyVoice’,enable
the employee voice to be heard in the Boardroom. The Board,
throughtheNominations&GovernanceCommittee,reviewedthe
feedback and outcomes of the 2025 MyVoice survey which had an
encouraging 62% response rate; and overall engagement rose by
2% compared to the prior year. The survey revealed a strong
understanding of strategy and values with 72% of respondents
stating they would recommend TP ICAP as a great place to work.
Read more
Formoreonstakeholderengagementactivities
see pages 18 to 21.
Culture
The Board aims to foster an open and collaborative culture based
on our mission and purpose supporting decisions that are best
for our shareholders, while having regard to the interests of all
stakeholders. The Board reviews and approves the global employee
CodeofConductreflectingtheGroup’sandBoard’scommitmentto
embedding and upholding high ethical standards and integrity in
all aspects of our operations and business, in line with our Triple-A
values: Accountability, Adaptability, Authenticity.
Read more
Furtherdetailsonourpurpose,visionandmissioncanbefound
on page 14.
Conclusion
I believe the Board and senior executives, together with the robust
governanceframework,arewellplacedtoleadtheGroupthrough
2026 and beyond. I would like to thank my Board colleagues, the
seniorteamandourwidercolleaguesacrosstheGroupfortheir
dedication, hard work and focus.
Our2026AGMwillbeheldon13May2026at14:15BST.Fulldetails
including the resolutions to be proposed to our shareholders can be
foundintheNoticeofAGMwhichwillbemadeavailableonour
corporate website.
My fellow Directors and I look forward to meeting shareholders at
theAGMandwelcomeyourfeedback.
Richard Berliand
Board Chair
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 202571
Governance
Richard Berliand
Board Chair
Tracy Clarke
Independent Non-executive Director
Remuneration Committee Chair
Board of Directors
Appointed
19 March 2019 and Chair with effect
from15 May 2019
Current external appointments
> Non-executive Director and Chair of the
Audit & Oversight Committee of Saranac
Partners Limited.
Prior experience
> 23 years at J.P. Morgan culminating as
Managing Director, leading the global
cash equities and prime services
businesses; and
> Board roles at Rothesay Life plc, Deutsche
Börse AG, and Man Group plc.
Appointed
1 January 2021
Current external appointments
> Senior Independent Director and
Remuneration Committee Chair of
Starling Bank Limited;
> Non-executive Director and Remuneration
Committee Chair of Haleon plc: and
> Non-executive Director at Inchcape plc.
Prior experience
> Held multiple leadership roles at
Standard Chartered, most recently
serving as a Director of Standard
Chartered Bank U.K. for seven years; and
> Non-executive director at eaga plc,
Sky plc.
Appointed
16 March 2020
Current external appointments
> Council Member and Chair of the Audit
Committee of Lloyds of London Limited; and
> Non-executive Director and Chair of the
Audit Committees of MUFG Securities
EMEA plc and MUFG Bank Ltd,
London Branch.
Prior experience
> Partner at PwC for 20 years, specialising
in financial services and leading the
Insurance and Investment Management
Division; and
> Non-executive Director roles at Beazley
plc, Openwork Holdings, and River and
Mercantile Group plc.
Our Directors bring
diversity of skills,
knowledge, experience
and outlook which we
believe creates greater
value, leads to better
decision-making and
promotes the long-term
sustainable success of
theCompany.
Angela Crawford-Ingle
Independent Non-executive Director
Audit Committee Chair
Appointed
1 February 2021
Current external appointments
> Non-executive Director at United Utilities
Group plc and Chair of the Remuneration
Committee and a member of the Audit
and Nomination Committees; and
> Holds multiple directorship roles at
Columbia Threadneedle Group.
Prior experience
> Over 20 years at UBS in senior roles,
including Global Head of Compliance,
and later Global COO for Wholesale
Banking at Standard Chartered Bank plc;
> Non-executive Director and Chair of the
Risk Committee of Brewin Dolphin
Holdings plc; and
> Non-executive Director and
Remuneration Committee Chair of RSA
Insurance Group plc.
Kath Cates
Senior Independent Director
N R A
N
Ri
N
R
E
A
N
Ri
A
Audit Committee
N
Nominations & Governance Committee
R
Remuneration Committee
Ri
Risk Committee
Chair
Member
W
Workforce Engagement Director
E
ESG Engagement Director
External appointments: all listed and regulated
external appointments are disclosed.
More online
Full biographies are available at:
https://tpicap.com/tpicap/leadership
Read more
More information on the Board’s skills and
experience can be found on page 71.
TP ICAP GROUP PLC Annual Report and Accounts 202572
Appointed
1 June 2025
Current external appointments
> None.
Prior experience
> During 20 years at Citi, he served as
Global Head of Commodities, Regional
Head of Markets and Securities Services
for APAC, and Global Head of Foreign
Exchange; and
> Numerous leadership positions in global
trading businesses, including as
Managing Director & CEO of AEP Energy
Services UK.
Appointed
16 March 2020
Current external appointments
> None.
Prior experience
> Extensive experience of capital markets
and exchanges holding senior executive
roles at Bats Global Markets, LIFFE, and
Deutsche Bank GCI;
> Board member and member of the Audit
Committee of EuroCCP NV; and
> Member of the ESMA Securities and
Markets Stakeholder Group and Securities
and Markets Consultative Working Group.
Appointed
3 September 2018
Current external appointments
> None.
Prior experience
> Over 30 years in the corporate and
financial services sector; and
> A variety of senior executive roles in UK
listed companies, investment banks and
the alternative investment sector.
Appointed
1 September 2023
Current external appointments
> Non-executive Director of Asia Advisory;
> Board member, EFG International AG and
EFG; and
> Non-executive Director of AIG Insurance
Hong Kong Limited and Chair of the
Hong Kong Audit Committee.
Prior experience
> Over 45 years in asset management,
banking, insurance, and regulation across
Asia, including the CEO of DBS Bank
(Hong Kong) Limited;
> Senior executive positions and policy
advisory roles in numerous major
financial institutions; and
> Founding partner, RAYS Capital
Partners Limited.
Stuart Staley
Independent Non-executive Director
Appointed
10 July 2018
Current external appointments
> Trustee, Rays of Sunshine.
Prior experience
> Long-standing career in the global
broking industry and has held senior
managerial positions at MATIF (later
Euronext), FIMAT (part of Société
Générale Group) and the Chief Executive
of Newedge Group; and
> CEO of TP ICAP’s largest business,
Global Broking.
Nicolas Breteau
Executive Director
Group Chief Executive Officer
Mark Hemsley
Independent Non-executive Director
Philip Price
Executive Director
Group General Counsel
Amy Yip
Independent Non-executive Director
Appointed
10 July 2018
Current external appointments
> None.
Prior experience
> Began career at Arthur Andersen before
moving to Dresdner Kleinwort as Director
and Deputy Head of Tax; and
> Joined TP ICAP in 2003, progressing
through various senior finance roles
to CFO.
Robin Stewart
Executive Director
Chief Financial Officer
N
R
Ri
W
N
Ri
W
A
N
R
W
TP ICAP GROUP PLC Annual Report and Accounts 202573
Governance
Compliance with the Code
Corporate Governance Statement
This Corporate Governance Statement, as required by the
UK Financial Conduct Authority’s Disclosure Guidance and
Transparency Rules 7.2 (‘DTR 7.2’), together with the rest
of the Corporate governance report, the Committee reports
and the Viability statement and going concern forms part
of the Directors’ report, and has been prepared in accordance
with the Corporate Governance Code 2024 (the ‘2024
Code’). A copy of the 2024 Code is available on the
Financial Reporting Council’s website: www.frc.org.uk.
The Company considers that it has fully complied with
the principles and provisions of the 2024 Code during the
financial year ended 31 December 2025 and the following
pages outline how it has done so.
In anticipation of the new requirements under Provision 29
of the 2024 Code, preparatory work has been undertaken
to ensure robust compliance. During the year, the Audit
Committee reviewed existing risk management and
internal control frameworks and initiated enhancements to
assurance processes. Further details are set out in the Audit
Committee report on pages 92 to 97.
Full reporting under Provision 29 will be included in the
2026 Annual Report and Accounts.
This Corporate Governance Statement was approved by the
Board of Directors and signed on its behalf by:
Richard Berliand
Chair
12 March 2026
Robin Stewart
Chief Financial Officer
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 202574
Index of Code disclosures
The layout of the Corporate governance report follows the structure
of the principles of the Code and illustrates how these have been
applied by the Company. Where supporting information is found
outside of, or in addition to, this Governance report, the page
reference is given in the following tables:
Board leadership and Company purpose
The Company should be led by an effective and entrepreneurial
Board that establishes the Company’s purpose, values and strategy,
and actively promotes and embeds a culture aligned with these
principles throughout the organisation, while ensuring that its
responsibilities to its shareholders and stakeholders, including the
workforce, are considered and met.
A. Effective Board, pages 82 to 85.
B. Purpose, strategy, values and culture, page 77 and pages 80 to 82.
C. Outcomes and decisions-based reporting, page 81.
D. Stakeholder engagement, pages 18 to 21.
E. Workforce policies and practices, page 81.
Division of responsibilities
The Board, led by the Board Chair who is responsible for its
effectiveness, should be comprised of Non-executive and Executive
Directors who hold a diverse set of skills, experience and
backgrounds. They each receive a comprehensive induction, have
sufficient time to meet their Board responsibilities, and receive
support from the Group Company Secretary, all of which enable
them to carry out their duties effectively.
F. Role of Chair, page 78.
G. Independence and division of responsibilities, page 79.
H. External commitments, page 79.
I. Board resources and efficiency, page 76 to 78.
Composition, succession and evaluation
Companies should have an effective succession plan in place for
both the Board and for members of senior management. This
should take into consideration the skills, experience and knowledge
needed for maximum effectiveness. The Board should ensure that
its own performance, and that of individual Directors, is assessed
annually. Annual performance reviews of the Board should consider
its composition, diversity and its effectiveness. Individual performance
reviews should demonstrate whether each Director continues to
contribute effectively.
J. Appointments to the Board, page 82.
K. Board skills, experience and knowledge, page 71.
L. Annual Board evaluation, page 83 to 85.
Audit, risk and internal control
The Board is responsible for determining the nature and extent
of the principal risks the Company is willing to take to achieve its
strategic objectives. With the support of the Audit and Risk
Committees, the Board oversees risk management and internal
control frameworks in place. The Board is also responsible for the
establishment of policies which ensure the independence and
effectiveness of both internal and external audit functions. In line
with the 2024 UK Corporate Governance Code, the Board is
preparing to provide a declaration on the effectiveness of risk
management and internal controls in the 2026 Annual Report.
M. Effectiveness and independence of external and internal
auditors, pages 96 to 97.
N. Fair, balanced and understandable assessment of Company
prospects, page 94.
O. Internal financial controls and risk management, page 97.
Remuneration
Executive Directors’ remuneration has been designed to promote
the long-term sustainable success of the Company. No Executive
Director is involved in deciding their own remuneration.
P. Linking remuneration with purpose and strategy, page 108.
Q. Remuneration policy review, pages 102 to 111.
R. Independent judgement and discretion, page 111.
TP ICAP GROUP PLC Annual Report and Accounts 202575
Governance
Corporate governance report
Board leadership and company purpose
Effective Board
The Board is collectively responsible for the effective oversight of
the Company and the long-term success of its business. The formal
Schedule of Matters Reserved for the Board describes the role and
responsibilities of the Board in full and is subject to annual review.
The Board delegates some of its responsibilities to the Audit,
Nominations & Governance, Risk, and Remuneration Committees,
through agreed Terms of Reference which are subject to annual
review. A summary of the responsibilities of each Committee is
given in the governance framework on page 68 with further detail
contained within each of the relevant Committee reports.
Read more
For Nominations & Governance Committee
see page 86.
For Audit Committee see page 94.
For Risk Committee see page 99.
For Remuneration Committee see page 123.
The Group has a matrix management structure. The Board
delegates responsibility for the day-to-day operational
management of the Company to the Chief Executive Officer,
who chairs the Group Executive Committee (‘ExCo’). The ExCo
is comprised of Executives and senior managers from across the
business with responsibility for the operational management and
implementation of the Group’s Strategic objectives.
The ExCo is supported by three sub-committees: the Group
Operating Committee (‘GOC’), chaired by the Group Chief
Operating Officer; the Group Risk and Compliance Committee
(‘GRCC’), chaired by the Chief Risk & Compliance Officer; and the
Group Strategy Committee (‘GSC’), chaired by the Group Head of
Strategy. A summary of responsibilities for each of these committees
can be found in the governance framework on page 68.
The ExCo operates as the Group’s Chief Operating Decision Maker
(‘CODM’), and is a general executive management committee
under the direct authority of the Board. ExCo members regularly
review operating activity by business division and by legal ownership.
This business division view represents a more appropriate view for
the purposes of Group resource allocation and assessment of the
nature and financial effects of the business activities in which the
Group engages and is consistent with the information reviewed
by the CODM.
Responsibilities are also delegated by the Board to the Disclosure
Committee through agreed Terms of Reference which are subject to
annual review. The Disclosure Committee is responsible for considering
on an ongoing basis, in accordance with legal and regulatory
obligations and the Group Disclosure Policy, whether any recent
developments in the Group’s business are such that a disclosure
obligation has, or may, arise and makes recommendations to the
Board as appropriate.
The Board also delegates certain responsibilities to the Share Plans
Committee (‘SPC’). The SPC’s primary responsibility is to deal with
the administrative arrangements in relation to the Company’s share
plans and formalising and improving governance procedures
relating to the provision of share-based payments. Decisions
relating to the Company’s share buyback programmes and treasury
shares remain reserved for the Board, unless otherwise delegated.
The Board is further supported by an Urgent Decisions Committee
(‘UDC’), which has been established with the delegated authority
of the Board to make decisions in between Board meetings in
circumstances where it is not considered practicable to consult and
seek a decision from all Board members in the timescale required,
or where it is felt that the issue to be considered does not warrant a
full Board decision. In the event that a UDC meeting is required, the
full Board will be provided with notice of the meeting and informed
of any decision taken as soon as practicable.
Both the SPC and UDC are governed by individual Terms of Reference
which are subject to annual review.
To support local regulatory compliance, each regional sub-group
has its own independent governance structure including CEOs,
Board members and sub-group Risk and Compliance Committees
with separate autonomy of decision-making and the ability to
challenge the implementation of Group-level strategy and
initiatives within its region. The EMEA sub-group also has the
benefit of independent Non-executive Directors on the regional
Board of Directors, further strengthening the independence and
judgement of the governance framework.
TP ICAP GROUP PLC Annual Report and Accounts 202576
Governance and controls
Group Governance Manual and policies
The Group’s governance framework, approved by the Board, sets
out the decision-making and reporting lines across the Group and
authority levels delegated by the Board to certain Committees,
individual Directors and senior management to achieve the Group’s
strategy within a framework of prudent controls. This is documented
in the Group Governance Manual, which sets out the governance
framework in relation to the Group’s central and sub-group
governance structures, as shown on page 68, including the Group’s
UK Regulated Entities within the EMEA sub-group. Within the
framework, there is emphasis on the maintenance of regulatory
deconsolidation and the separation of mind and management
between the Group and each sub-group.
The Group Governance Manual and appended documentation is
subject to annual review to ensure alignment with governance and
regulatory developments, including the Senior Managers and
Certification Regime.
The Company has clearly defined policies, processes, procedures
and controls which are subject to continuous review in order to meet
the requirements of the business, the regulatory environment and
the market. Ultimate decision-making on matters affecting a legal
entity is reserved for that legal entity board.
Board resources – keeping the Board informed
To enable the Board and its Committees to discharge their
duties, Directors are provided with relevant and timely information.
For scheduled meetings, agendas are prepared according to the
previously agreed forward agenda schedule and subsequently
reviewed and amended as required to reflect current business
priorities as determined by the Chief Executive Officer and the
other Executive Directors.
Wherever possible, agenda items for consideration are accompanied
by written reports and supporting papers. Oral updates are
permitted where matters are progressing at a pace to ensure the
Directors have the most current information available. Board and
Committee papers are circulated sufficiently in advance of
meetings to enable Directors appropriate time for review.
Our Triple-A values emphasise the importance of accountability in
the workplace, focusing on building trust by being accountable to
ourselves, our colleagues, our clients and broader stakeholders.
Read more
For more detail on how the Board monitored culture
throughout the year, see page 82.
Board Strategy Day
The Board attended Strategy sessions over two days in October
2025, which focused on delivery of the strategic objectives and
a three-year programme of transformational initiatives to deliver
sustained value creation through operational and engineering
excellence to reduce operational risk, free up capital and liquidity
and streamline costs.
The session was interactive, with items of focus including a look
back on the recent evolution of TP ICAP, technology and AI strategy,
and in-depth discussion on how best to focus the Group’s resources.
Detailed reports and business unit deep dives into performance
and strategy enabled informed discussions on the challenges
and opportunities for the Group including consideration of
execution risks, mitigating actions and potential impact on
client relationships.
Read more
A summary of the principal matters considered and
actions taken by the Board together with the related link
to Group strategy and stakeholders can be found on
pages 80 to 81.
Purpose, strategy, values and culture
Our purpose
To provide clients with access to global
financial, energy and commodities
markets, improving price discovery,
liquidity and distribution of data,
through responsible and innovative
solutions.
Our corporate values
TP ICAP GROUP PLC Annual Report and Accounts 202577
Governance
Corporate governance report continued
The Group has a comprehensive system for reporting on the Group’s
financial position and prospects, which is subject to rigorous review.
The Board reviews consolidated reports on budgets, financial
forecasts and management accounts including KPIs, income
statements, balance sheets and cash flows.
The Group Company Secretary and Group General Counsel are
responsible for ensuring the Board stays up to date with key changes
in legislation which may affect the Company and there are
procedures in place for the Board to take independent professional
advice at the Company’s expense, should the need arise.
The Board continually monitors the quality of the information and
resources it receives to ensure it is clear and comprehensive to
enable effective discussion and well-informed decision-making.
Stakeholder engagement
Promoting the success of the Company
TP ICAP Group plc is a Jersey registered company, as defined by
the Jersey (Companies) Law 1991, and therefore its Directors are not
subject to the UK Companies Act 2006 requirements, in particular
Section 172(1) duties. Nevertheless, the Board promotes the success
of the Company for the benefit of our members as a whole, recognising
that a broad range of stakeholders are material to the long-term
success of the business.
Read more
in the Stakeholder Engagement section for further detail
on employee engagement and how stakeholder interests
were considered in Board discussions and decisions, on
pages 18 to 21.
Workforce policies and practices
The Group has a comprehensive range of policies and systems in
place to ensure the Group is run with effective oversight and control.
The Nominations & Governance Committee has responsibility for
setting and reviewing key non-pay related workforce policies and
procedures for recommendation and subsequent approval by the
Board. In the past, these have included:
> Diversity and inclusion;
> Conflicts of interest;
> ESG-related governance statements and policies;
> Group Code of Conduct;
> Modern Slavery Statement; and
> Whistleblowing Policy.
Read more
On the activities of the Nominations & Governance
Committee on pages 86 to 91.
Division of responsibilities
The roles of the Board Chair, Chief Executive Officer and Senior
Independent Non-executive Director are separate. A formal
statement of division of responsibilities has been adopted by the
Board and can be found on our website. There is a clear division of
responsibilities between the Executive and Non-executive Directors
as shown in the following table.
Non-executive Executive
Board Chair
Independent on
appointment and leads the
Board by facilitating the
effective contribution of all
Directors and ensuring high
standards of corporate
governance. Chairs the
Board meetings, sets the
Board agendas and
promotes effective
relationships between the
Executive Directors and
Non-executive Directors.
Chief Executive Officer
Accountable to, and reports to,
the Board. Responsible for
developing and implementing the
strategy, setting the cultural tone
throughout the organisation and
providing coherent executive
leadership in running the Group’s
operations and activities.
Senior Independent
Director
Discusses with shareholders
any concerns they have been
unable to resolve through the
normal channels of Chair,
Chief Executive Officer or
Chief Financial Officer, or for
which such contact is
inappropriate. Provides a
sounding board for the Chair
and is available to act as an
intermediary for other
Directors when necessary.
Responsible for reviewing
the effectiveness of the Chair.
Executive Directors
Support the Chief Executive
Officer in developing and
implementing the Group strategy
and leading the Company, which
is consistent with its purpose,
culture and values. Provide
specialist knowledge and
experience to the Board.
Non-executive Directors
Independent of
management, assist in
developing and approving
the strategy. Provide
independent advice and
constructive challenge to
management, bring relevant
experience and knowledge
and serve on the Board
Committees. Support the
Chair by ensuring effective
governance across the Group
and by reviewing the
performance of the Executive
Directors.
Group Company Secretary
Advises the Board on matters of
corporate governance and
ensures that the correct Board
procedures are followed. All
members of the Board and
Committees have access to the
services and support of the Group
Company Secretary.
More online
The Division of Responsibilities
Available on the Company’s website: https://tpicap.com/
tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 202578
Board independence
The independence of the Non-executive Directors is kept under
review and assessed annually. The Board considers that all
Non-executive Directors who served during the year were
independent in character and judgement with no relationships
or circumstances that were likely to or could appear to affect
their sound judgement.
External appointments
The Company is mindful of the time commitment required
from Non-executive Directors in order to effectively fulfil their
responsibilities on the Board. Prior to appointment, prospective
Directors provide details of any external appointments or significant
obligations that may affect the time available for them to commit
to the Company. Directors are required to request permission from
the Nominations & Governance Committee and to keep the Chair
and the Board informed of any proposed external appointments
or other significant commitments as they arise. These are regularly
monitored by the Board and the Nominations & Governance
Committee to ensure Directors are able to allocate sufficient time
to discharge their responsibilities effectively.
Throughout the year reported, the Chief Executive Officer was
the only Executive Director to hold any external appointments.
Nicolas Breteau was appointed as a Trustee of Rays of Sunshine
in November 2025.
Conflicts of interest
The Directors are required to notify the Company of any potential
conflicts of interest that may affect them in their roles as Directors
of TP ICAP Group plc. All new potential conflicts of interest are
recorded and reviewed by the Board as they arise, and the Register
of Conflicts and Relevant Situations is reviewed at each scheduled
meeting of the Nominations & Governance Committee.
Read more
On Director independence, external appointments and
conflicts of interest, see the Nominations & Governance
Committee report from page 90.
Board and Committee meetings
In 2025, the Board held seven scheduled meetings to discuss the
Group’s ordinary course of business in accordance with a detailed
annual forward agenda developed by the Chair and the Group
Company Secretary and agreed by the Board. The number of
scheduled meetings the Board holds each year is kept under review
and every effort is made to arrange Board meetings so that all
Directors can attend. In addition to the scheduled meetings, ad hoc
meetings are called as required, and sometimes at relatively short
notice. Therefore, due to prior commitments, it is not always possible
for all Board members to be in attendance. In the event a Director is
unable to attend a meeting, they receive all supporting papers and
are given the opportunity to raise any points or questions ahead of
the meeting. All Board and Board Committee meetings are minuted
summarising the principal points discussed and any unresolved
concerns and actions arising from discussion are recorded.
In addition to the seven scheduled meetings (six full agenda
meetings and one shorter CEO and CFO report focused meeting),
there were two further ad hoc meetings held at short notice during
2025. In most cases all eligible Board members were able to attend
these additional meetings. In all cases each Non-executive Director
held offline briefings with the Board Chair or Senior Independent
Director in relation to the subject matter.
In accordance with the 2024 Code, the Non-executive Directors
conducted unminuted discussions at the end of scheduled Board
meetings without the Executive Directors present to facilitate full
and frank discussion. Additionally, dinners for the Non-executive
Director are held during the year.
The table on page 71 indicates the number of scheduled Board
and Board Committee meetings, and attendance during the
financial year.
TP ICAP GROUP PLC Annual Report and Accounts 202579
Governance
Corporate governance report continued
Board activity at a glance
The Board has a rolling agenda of standing items which are considered at every scheduled meeting. These include, but are not limited to:
> Executive reports from the CEO on Group operations and CFO on financial performance;
> Reports from each of the Board Committees;
> Regional and sub-group updates; and
> Governance compliance and legal updates.
The following table summarises key areas of focus for the Board and links these focus areas with our Group strategic pillars, Sustainability
strategy and stakeholders.
Key area of focus Key activities and discussions
Link to strategic and
sustainability pillars
Stakeholders
considered
Strategy
Oversight of the Group’s strategy
and monitoring its delivery.
Discussing and approving
major projects, investment or
corporate activity.
> Presentations and deep-dive sessions including Energy &
Commodities, Parameta Solutions, and Liquidnet.
> Monitoring of the three-year programme approved in 2024 to
release at least £50m of surplus cash through more legal entity
consolidations, and generate £50m of annualised cost savings
through more operational efficiency initiatives.
> Approval of the Group Tax strategy.
Build and sustain
technology expertise
Positioning TP ICAP as a leader
in digital transformation within
the financial services sector.
> Received updates on Technology and AI strategy.
> Monitoring of the strategic partnership with Amazon Web
Services (‘AWS’) to modernise the Group’s technology
infrastructure, enhance cybersecurity and deliver cost savings.
People, culture and values
Ensuring an inclusive
environment of diverse, talented
and committed people,
underpinned by an effective
corporate culture.
> Culture and conduct initiatives. Including approval of the
enhanced Code of Conduct responding to the increased focus
on financial and non-financial conduct from regulators and
external stakeholders.
> Received regular updates on Group activities, progress
and reporting metrics in relation to the Group Diversity and
Inclusion strategy.
> Employee development and engagement.
> Consideration of the Gender Pay Gap report.
> Whistleblowing updates, in conjunction with the
Audit Committee.
> Oversight of workforce engagement programme, including
MyVoice survey.
Operations and
performance
Review and oversight of the
Group’s operations and
performance.
> Regional deep dives.
> Review of UKRE senior management succession and
hire processes.
Financial performance
Oversight of the financial
performance of the Group,
including results, capital
andliquidity.
> Three-year financial plan updates.
> Review of Financial strategy.
> Discussion and approval of the 2025 and 2026 Group budgets
and process.
> Results reporting, including trading statements and Annual
Report and Accounts.
> Review and approval of updated Expenditure Control Policy.
> Review of Share Hedging Programme.
> Review of Dividend Policy.
> Group review of capital and liquidity adequacy.
> Approval of fourth and fifth £30m share buyback programmes.
> Approval of 2025 interim and final dividend.
> Review of accounting standards.
 Clients  Suppliers and business partners
 Employees  Communities and environment
 Regulators  Shareholders
Key
Diversification
Transformation Dynamic capital
management
TP ICAP GROUP PLC Annual Report and Accounts 202580
Key area of focus Key activities and discussions
Link to strategic and
sustainability pillars
Stakeholders
considered
Audit and risk
Ensuring the Group has effective
systems of internal control and
risk management, including
approving the Group’s risk
appetite.
> Review and approval of risk appetite and framework,
including monitoring emerging risks.
> Review of effectiveness and independence of the
external auditor.
> Review of internal and external audit reports.
> Review of the Group’s going concern and viability statements.
> Receive and review presentations and reports from the external
auditor including control environment observations.
> Review, assess and approve the Group’s going concern and
viability statements.
> Receive and review updates from the Group Risk Committee
and Chief Risk Officer.
> Review of the effectiveness of internal controls particularly
in relation to preparedness for the revised FRC requirements
relating to material controls.
Governance
Implementation and oversight
of the governance of the Group
ensuring compliance with legal
and regulatory requirements and
in accordance with the FCA’s
2024 Code and UK Listing Rules.
> Review, approval and control of Group policies and
statements including:
— Modern Slavery Statement; and
— Board Diversity Policy.
> Group Board and Committee composition, succession
and evaluation.
> UKRE board and committee composition, succession
and evaluation.
> Ensuring regulatory and legal compliance.
> Review and approval of governance efficiency refinements.
Stakeholder engagement
and ESG
Ensuring the balance of
interests between the Group’s
stakeholders and ensuring their
needs are considered in the
decision-making of the Board.
Oversight of the Group’s
Sustainability strategy and
implementation.
> Review of shareholder analysis and feedback.
> Review of Investor Relations strategy for 2025.
> Progress review on Section 172(1) engagement, including
engagement mechanisms and reporting.
> Presentations and in-person meetings with key investors.
> Received regular updates on sustainability reporting and
disclosure and progress against the Group’s Sustainability
strategy including CSRD preparedness.
> Engagement with the FCA and other regulators.
> Review and approval of the Charitable Giving Policy.
Link to strategy
Link to strategy
Link to strategy
Outcomes
People & Culture
The Board drew on insights to
guide decisions on wellbeing,
communication, and career
development, and ensured feedback
was built into wider transformation
activity. These insights informed
targeted actions, including enhanced
wellbeing support, investment in
systems and the expansion of
leadership development.
Outcomes:
> Engagement increased to 69%,
with 72% recommending the
Company as a great place to work.
> Enhanced UK benefits through
higher pension contributions
and increased annual leave,
supporting a more competitive
reward framework.
> Senior female representation
reached 29%, meeting the Group’s
Women in Finance Charter target.
Project Compass
The Board advanced the Group’s
efficiency and simplification
programme by strengthening
governance, progressing legal
entity consolidation, expanding
the Belfast and Manila hubs
and approving investment in
technology, organisational change
and procurement
Outcomes:
> Consolidated the operations of 6
legal entities, with structural and
capital optimisation actions
completed, simplifying the Group’s
legal entity footprint.
> Belfast and Manila hubs fully
operational, increasing capacity
across finance, operations,
procurement and technology.
> £50m of cash released through
legal entity simplification, enabling
a larger 2026 share buyback.
Technology Transformation
The Board’s decision to progress
cloud migrations, continue the
transition of services to AWS and
reinforce technology change
governance delivered clear
improvements in system stability and
resilience. These decisions enabled
stronger controls, modernised
platforms and enhanced operational
reliability across the Group.
Outcomes:
> 76% reduction in major incidents
and a 64% reduction in
downtime days.
> More than 60 processes migrated
to the Cloud.
These outcomes created a more
scalable and reliable technology
environment to support future growth.
TP ICAP GROUP PLC Annual Report and Accounts 202581
Governance
Corporate governance report continued
The Board and culture during 2025
Action Link to culture
Employee Engagement
Programme
The Board has three dedicated Workforce Engagement Non-executive Directors who meet with
colleagues across our regions and work with management to gain an insight into region-specific issues
for employees and championing the employee voice in the boardroom.
MyVoice survey
The Board reviewed the feedback and outcomes from the 2025 MyVoice employee engagement survey.
Code of Conduct
The Board monitored and where appropriate approved the Group Code of Conduct designed to
ensure that employees understand the behaviour and conduct expected of them.
Modern Slavery Statement
The Board approved the Modern Slavery Statement and has oversight of the processes in place to
prevent modern slavery.
Board Diversity Policy
Approval and adoption of the Board Diversity Policy.
Diversity and inclusion
The Board received and monitored regular reports and updates on the progress against the Group’s
Diversity and Inclusion strategy, with the ultimate aim of enhancing inclusion.
Whistleblowing
The Board received and reviewed regular reports and updates on the Group’s whistleblowing
arrangements and controls and approved the reappointment of the Group’s Whistleblowing Champion.
The Board conducted an annual review of the Group’s Whistleblowing Policy and determined that it
remained appropriate.
Composition, succession and evaluation
At the year end, the Board comprised ten Directors: an Independent
Non-executive Chair, three Executive Directors, one Senior
Independent Non-executive Director and five Non-executive
Directors. The Board is supported by the Group Company Secretary.
40% of our Board are female and one Board member is from an
ethnic minority background, in line with the FCA UK Listing
Rules 9.8.6.
Read more
On Board composition and diversity, see the Nominations &
Governance Committee report on pages 86 to 91, the Directors’
biographies together with the Board’s skills, knowledge,
experience and competencies are on pages 71 to 73.
Succession planning
The Nominations & Governance Committee oversees succession
planning processes for both the Board and senior management as
well as succession plans for the Group’s UK Regulated Entities.
Board induction, training and development
On appointment, new Directors are provided with a bespoke and
extensive induction programme to fit with individual experience
and needs. Our induction programmes are structured around
one-to-one briefings with other Board members and senior
management, with specialised adviser meetings arranged
as appropriate.
Role-specific induction activities support Directors in meeting their
statutory duties and give a comprehensive introduction to the
business and strategic priorities.
Topics covered include but are not limited to:
> Purpose and values;
> Culture and leadership;
> Governance and stakeholder management;
> Directors’ legal and regulatory duties;
> Recovery and resolution planning;
> Anti-money laundering and anti-bribery;
> Technical and business briefings; and
> Strategy.
New Board members are encouraged to provide feedback on their
induction, to enable continued improvement and refinement of
induction programmes and additional Director training. Induction
programmes are designed to support good information flows
within the Board and its Committees. This is then reinforced by
the annual training programme for all Board members to provide
continuing professional development and updates on regulatory,
financial and governance developments. The Board calls upon
external organisations where specialist input is required.
Appointments to the Board
The Nominations & Governance Committee is responsible for
recommending appointments to the Board, having had due
regard to ensuring the Board has the appropriate balance of skills,
knowledge and experience, independence, and diversity required
to operate effectively, taking into account the Group’s strategic
priorities and any challenges or opportunities.
Read more
For more on appointments to the Board, see the
Nominations & Governance Committee report from
page 86.
TP ICAP GROUP PLC Annual Report and Accounts 202582
Step 1
The Board agreed
to an externally
facilitated Board
and Committee
performance review.
Clare Chalmers Ltd,
an independent
provider of Board
performance
reviews, was
appointed to
conduct the external
Board and
Committee
evaluation for 2025.
Following the
appointment, the
Chair worked with
Ms Chalmers to
scope the process
and timetable for
the evaluation
exercise. The process
and timetable were
endorsed by the
Nominations &
Governance
Committee in
July 2025.
Step 2
In advance of
starting the
observation and
interview work with
the Board, Ms
Chalmers completed
a document review.
This included
reviewing Board
and Committee
meeting packs,
Board matters
reserved, Committee
Terms of Reference,
Board skills matrix,
2024 Annual Report
and Accounts, and
previous internal
Board and
Committee
performance
review reports.
Step 3
During November
2025 to January
2026 Ms Chalmers
observed Board
and Committee
meetings and
conducted an
individual,
structured interview
with each member
of the Board, other
members of senior
management,
the PwC Audit
Partner, and the
remuneration
adviser. In
preparation for
the interviews
and to ensure a
consistent approach,
each interviewee
was given a short
scoping document.
Step 4
Ms Chalmers
prepared a draft
report on the
performance review
and discussed the
findings with the
Board Chair in
January 2026.
Step 5
The resulting
report with the
findings and
proposed actions
was presented on
a non-attributable
basis for discussion
at the January 2026
Board meeting. Each
Board Committee
then considered
the evaluation
outcomes relevant
to them at meetings
in March 2026.
Board evaluation and performance
In accordance with the 2024 Code, the Board undertakes annual performance reviews to assess its performance and that of its
Committees. Board and Committee effectiveness reviews are carried out on a three-year cycle with externally facilitated evaluations
taking place every three years. Internal reviews take place in between. The most recent review for 2025 was externally facilitated.
The 2025 externally facilitated Board and Committees evaluation process is illustrated in the following diagram.
Evaluation process
Year 1: 2025
Externally facilitated evaluation
Year 3: 2027
Internally facilitated review and
review of progress against the
recommendations from the prior
two years’
Year 2: 2026
Internally facilitated review and
review of progress against prior
year recommendations
In line with the three-year cycle, during 2025, Clare Chalmers Ltd, an independent consultant, was commissioned to undertake a
performance review of TP ICAP’s Board and Committees in line with the guidance set out in the 2024 Code. Clare Chalmers Ltd undertook
an external evaluation for the Board in 2019 and 2022, but it was felt that Ms Chalmers remained independent and her expertise would be
of value to the Board and its Committees. The following diagram illustrates the process.
TP ICAP GROUP PLC Annual Report and Accounts 202583
Governance
Corporate governance report continued
Progress against 2024 actions
The outcome of the 2024 Board evaluation exercise, which was internally facilitated, was reported in detail in last year’s Annual Report.
The main action points arising from that exercise, and actions taken in respect of each, are set out in the following table.
2024 evaluation recommendations Progress made during the year
Continue to focus on
succession planning for
the Executive Directors
and senior management
> In 2025 sessions and opportunities for the Board to meet high potential individuals and members
of the senior management teams across the Group were scheduled.
> Succession-focused Board dinners were held and the Board and its Committees continued to focus
on succession planning initiatives throughout the annual meeting cycle.
Continue to enhance
and further formalise
the Director annual
training programme
> To aid the Board and its Committees’ understanding of the business, deep-dive sessions were held
with key business areas.
> The formalised annual training programme was extended to key members of senior management
across the Group.
Continue to refine
Board and Committee
papers processes
> The standard paper templates were enforced.
> Paper author training was provided and time to review papers was increased ahead of distribution
of papers.
> The Company Secretariat has worked closely with its internal stakeholders to streamline and
communicate the reporting mechanisms of the Group. As part of a governance efficiency project,
Group reporting has been streamlined and guidance has been provided to key internal stakeholders
as to the Group’s Governance Framework. Enhancements of the Company Secretariat’s intranet site
has also helped to provide the Group with key governance information.
2025 Board and Committee effectiveness
The conclusion of the 2025 external performance review process was that the Board and its Committees operated effectively.
The performance review concluded that the Board continues to operate effectively, characterised by a strong culture of constructive
challenge, robust oversight and a clear commitment to continuous improvement.
The main recommendations arising from the Board performance review for 2025, and areas of focus for 2026, are set out in the
following table.
2025 evaluation recommendations Areas of focus for 2026
Succession Planning for
Executive Directors and
Senior Management
> The Board will implement a more structured, forward-looking succession planning process, including
refreshed assessments of succession readiness for key roles and regular updates on high-potential
talent. These actions aim to reinforce long-term leadership resilience.
Director Training and
Development Programme
> The Board will further formalise its annual training programme, incorporating a defined schedule of
business briefings, regulatory updates and thematic deep-dive sessions, aligned to strategic priorities
and emerging risks.
Refinement of Board
and Committee
Paper processes
> Work will continue to enhance the format, consistency and forward-looking nature of Board and
Committee papers, including clearer presentation of key judgements, strengthened use of executive
summaries and improvements to standardised templates and submission timelines.
TP ICAP GROUP PLC Annual Report and Accounts 202584
Individual performance evaluation
As a separate part of the annual performance review process,
the effectiveness and commitment of both the Executive and
Non-executive Directors, as well as the Chair, is assessed and the
need for any training or development is reviewed. The process for
this is as follows:
> The Chair meets with the Non-executive Directors to evaluate
the performance of the Chief Executive Officer, Chief Financial
Officer and Group General Counsel;
> The Chair meets each Non-executive Director individually; and
> The Senior Independent Director and the other Non-executive
Directors meet to evaluate the Chair’s performance, having first
obtained feedback from the Chief Executive Officer.
As part of the annual evaluation, each individual’s continued
contribution to the Company’s long-term sustainable success is
considered along with their commitment of time in light of any
other commitments they may have.
In addition, the Chair conducts an interview and assessment of
Non-executive Directors as they approach the end of each three-
year term to determine their continued effective contribution and
commitment to the role.
All Directors subject to the annual evaluation were deemed to
be effective members of the Board and are recommended for
re-election at the 2026 AGM.
TP ICAP GROUP PLC Annual Report and Accounts 202585
Governance
Report of the Nominations & Governance Committee
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for the
areas listed below. Details of these activities and outcomes are
either described in more detail in this report or can be found cross
referenced throughout this Annual Report.
Board and Committee membership, and
successionplanning
> Reviewing the balance, skills, knowledge and experience
of theBoard and Board Committees.
> Making recommendations to the Board as to necessary and
appropriate adjustments in structure, size and composition
of theBoard and its Committees.
> Overseeing succession planning processes for the Board and
senior management.
> Making recommendations to the Board on all proposed new
appointments, elections and re-elections of Directors at AGMs.
Board performance
> Supervising the Board performance evaluation process.
> Overseeing any remedial action required as a result of the
Board performance evaluation concerning the composition
ofthe Board.
Director independence
> Assessing and making recommendations to the Board in
relationto the independence of Non-executive Directors.
Conflicts and related person transactions
> Management of Directors’ conflicts of interest.
Governance
> Considering various governance matters, including compliance
with the UK Corporate Governance Code and/or other relevant
regulatory regimes.
> Reviewing key non-pay related workforce policies and
stakeholder engagement mechanisms.
ESG matters
> Reviewing and approving the content of any environmental,
social and governance related statements or policies.
Conduct
> Reviewing and approving the Company’s Code of Conduct,
share dealing code and related policies.
UK Regulated Entities (‘UKREs’)
> Agreeing procedures for and overseeing the selection and
appointment of independent Non-executive Directors to the
UKRE boards and considering the succession planning process.
> Reviewing the balance, skills, knowledge and experience, time
commitment, independence and diversity of the UKRE boards,
and making recommendations as required.
As part of its standing agenda, the Committee carried out a review
of its Terms of Reference, to ensure that the Committee continues to
fulfil its duties and activities and that the Terms of Reference remain
relevant and determined that the Committee remained effective.
The Committee has unrestricted access to the Executive and senior
management, and external advisers to help discharge its duties.
It is satisfied in 2025 that it received sufficient, reliable and timely
information to perform its responsibilities effectively.
Richard Berliand
Chair, Nominations & Governance Committee
2025 key activities and outcomes
> Board composition, recruitment, and succession planning,
page 87.
> Board and workforce diversity, page 87.
> Senior management succession planning, page 90.
> Board evaluation process, outputs and actions, page 89.
> ESG and governance matters, including the Group
GovernanceManual, pages 88 and 89.
> Stakeholder engagement activities, including the workforce
engagement programme, pages 88 and 89.
Please refer to the stated pages for further detail on the
related outcomes.
How the Committee spent its time during
the year in scheduled meetings
2024 2025
1
8
7
2
3
4
5
6
1
8
7
2
3
4
5
6
2024 2025
 1 Routine matters 16% 15%
 2 Executive Director and senior management
succession planning 18% 11%
 3 Stakeholder engagement, ESG and culture
(including diversity and inclusion) 16% 19%
 4 Group Board and Committee skills,
experience, and membership 6% 12%
 5 Corporate governance 17% 24%
 6 Policies and controls 2% 2%
 7 Board evaluation 7% 2%
 8 UK Regulated Entities board composition 18% 15%
TP ICAP GROUP PLC Annual Report and Accounts 202586
Dear fellow shareholder,
I am delighted to present the report of the Nominations &
Governance Committee (the ‘Committee’).
In order to create sustainable value for all of our stakeholders it is
imperative that we have a skilled, experienced and diverse team
ofDirectors and senior leaders at Board and Group level as well
as within the UKRE boards and senior leadership teams. During
the year we welcomed Stuart Staley as a Non-executive Director,
who complements the skillset of the Board as a whole.
The Committee spent much of its time in 2025 focusing on Board
and senior leadership succession planning and Board and Committee
governance. Recognising the Board’s commitment to promote
diversity in its broadest sense and to ensure the Group complies
with the Disclosure Guidance and Transparency Rules, the
Committee reviewed and approved the Board Diversity Policy.
The Committee regularly reviews and discusses the Group’s
governance arrangements to ensure the Group continues to comply
with the UK Corporate Governance Code 2024 and receives and
reviews updates or amendments to relevant legislation and
regulatory requirements as they arise. During 2025 the governance
efficiency project was a focus of the Committee, as requested by the
Board. Following review of the existing governance arrangements,
the Committee approved refinements including refinement of the
Board and Committee meeting cycle and streamlining terms of
reference and delegations of authority.
Board composition, recruitment and succession planning
Throughout the year, the Committee has regularly reviewed the
structure, size, composition of the Board with a view to ensure an
appropriate balance of skills, knowledge, independence, experience,
time commitment, and diversity in order to help ensure that the
Board operates effectively, in line with the Board Diversity Policy
and taking into account the Group’s strategic priorities.
In addition, and in accordance with its Terms of Reference, the
Committee also regularly reviews and makes recommendations in
relation to the composition and remuneration and effectiveness of
the Non-executive Directors serving on the TP ICAP UK Regulated
Entities’ boards and committees.
The Committee has a broad and varied role encompassing the
governance of the Group, along with oversight of ESG and people
matters as well as stakeholder engagement. The rest of this report
summarises how the Committee has discharged its responsibilities
during the year to ensure the Group’s processes and policies, Board
and senior leadership are best placed to support the Group in
achieving its strategic aims while creating long-term sustainable
value for stakeholders.
2025 Committee attendance at scheduled meetings
Committee members
Meetings
attended
Richard Berliand 4/4
Kath Cates 4/4
Tracy Clarke 4/4
Angela Crawford-Ingle 4/4
Michael Heaney
1
3/3
Mark Hemsley 4/4
Amy Yip 4/4
Stuart Staley2 1/2
1 Michael Heaney stepped down from the Committee with effect from
31 October 2025.
2 Stuart Staley was appointed to the Committee with effect from 1 June 2025.
Stuart attended the 23 January 2025 and 6 March 2025 meetings as an observer
and was unable to attend the 27 November 2025 meeting due to a prior
arranged conflict.
More online
The Committee’s Terms of Reference available
on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
Board and workforce diversity
The Committee regularly considers the diversity of the membership
of the Board and its Committees, Executive and senior leadership
and UKREs boards as well as the wider workforce to ensure progress
against the diversity targets set out in the Parker Review, the FTSE
Women Leaders guidelines and the Women in Finance Charter.
The Board’s membership continues to meet the FTSE Women
Leaders guidelines. As at 31 December 2025 the Board’s female
representation was 40% with theSenior Independent Director
being female. The Board also meets the Parker Review requirement
with one Board member being from a minority ethnic background.
When considering succession planning, attention is given to the
application of the changes made to the UK Listing Rules in relation
to gender and ethnic diversity targets and the Board Diversity
Policy. The Committee considers diversity in its broadest sense, not
just in respect of gender, but also age, experience, ethnicity and
geographical expertise.
The Women in Finance Charter reflects the UK government’s
aspiration to see gender balance at all levels across financial
services organisations. TP ICAP signed the Charter in September
2018, and our target was to achieve 25% senior women in the
business by 2025. We are pleased to report that we delivered on this
target and as at 31 December 2025 30% of our senior management
are women.
TP ICAP GROUP PLC Annual Report and Accounts 202587
Governance
Report of the Nominations & Governance Committee continued
Board Diversity Policy
The Board embraces and seeks to promote diversity in its broadest
sense. When looking to appoint a new Director, the Board will first
focus on identifying an individual with the balance of capability,
expertise and experience required to efficiently discharge their
role. The Board recognises and understands that within this remit
there is added value derived from all forms of diversity, including
age, gender, gender identity, ethnicity, background, cognitive
and personal strengths and will seek to appoint the most
suitable candidate.
Diversity is the combination and interaction of people with
different knowledge, skills, experience, backgrounds, and outlooks
and this culture creates significant value, leading to better
decision-making and performance at all levels of the organisation.
With this in mind, and in response to the Disclosure Guidance and
Transparency Rules (‘DTR’) requirement relating to Board diversity
policies (DTR 7.2.8A), the Committee devised a Board Diversity
Policy in March 2024. The Policy is subject to annual review and
waslast fully endorsed and approved by the Board in March 2026.
Read more
Further details of our diversity and inclusion commitments
can be found within the Sustainability section on pages
26 to 29.
Induction
Stuart Staley, like all Directors, received a comprehensive induction
on joining the Board. The process includes a bespoke and extensive
induction programme to fit with individual experiences and needs.
A briefing with external legal advisers on Directors’ duties, roles
and liabilities, is offered either prior or soon after appointment.
Our induction programmes are structured around one-to-one
briefings with other Board members, Executive Directors and
senior management, including the Group Company Secretary,
with specialised advisor meetings as appropriate. Topics covered
include but are not limited to: purpose and values; culture and
leadership; governance and stakeholder management; Directors’
legal and regulatory duties; recovery and resolution planning;
anti-money laundering and anti-bribery; technical and business
briefings; and strategy.
Relevant briefing materials are circulated in advance and new
Board members are encouraged to seek updates on any topics on
which they would like further information. Access is provided to the
Board and Committee packs (including minutes and papers) from
previous Board cycles. Company constitutional, compliance and
governance documentation, as well as information relating to the
Group and governance structure and the expenditure control
framework, is also provided.
The structure of the programmes are designed to support good
information flows within the Board and its Committees and are
reinforced by the annual training programme for all Board
members. Not only do role-specific induction activities support
directors in meeting their statutory duties, it also gives them a
comprehensive introduction to the business and its strategic
priorities. The Committee seeks feedback on the induction process
from newly appointed members of the Board with a view to enable
continued improvement and refinement of induction programmes
and additional Director training.
Governance
The governance framework for the Group, including TCFD
requirements, is set out in the Group Governance Manual
(‘Manual’), Further work has been undertaken in 2025 to help
ensure a smooth implementation (where appropriate) of regulatory
and market best practice enhancements to corporate governance
as a whole.
Details of the governance framework can be found on page 68.
The Committee regularly reviews governance items such as the
Conflicts and Relevant Situations Register, Committees’ Terms
of Reference, stakeholder engagement and compliance and is
regularly updated on regulatory compliance.
UKRE governance
The Committee also reviews the UK Regulated Entities’ Conflicts
and Relevant Situations Register.
Stakeholder engagement
In accordance with its Terms of Reference, the Committee is
required to review and make appropriate recommendations to
the Board on the identification of key stakeholders, engagement
mechanisms and associated reporting. The Committee carried
out engagement with a number of key stakeholders during the
year, including discussions of key topics raised by shareholders
and employees.
During the year, the Committee reviewed the operations of the
Group against the governance expectations of investors and
determined that the operations of the Group are broadly in line
with investor expectations.
The Committee continues to monitor progress of the Workforce
Engagement Programme. During the year the Committee reviewed
the results of the MyVoice survey conducted in 2025, including
output actions. These reflected a year of meaningful progress,
including in employee engagement and organisational culture,
and considered the Group’s Triple-A values.
Read more
Further information on Stakeholder engagement
can be found on pages 18 to 21.
TP ICAP GROUP PLC Annual Report and Accounts 202588
Employee engagement
The Committee has oversight of employee engagement across
the Group and receives regular updates on the voice of our people
through the dedicated Workforce Engagement Non-executive
Directors and through the results of the annual Employee
Engagement survey.
Read more
Further details on employee engagement can be found
in the Sustainability section on pages 26 to 27.
Other areas of the Committee’s consideration
Governance efficiency project
During 2025, the Committee considered proposals as a part of the
governance efficiency project, as requested by the Board. Following
review of the existing governance arrangements, the Committee
approved refinements including changes to the Board and
Committee meeting cycle and delegations of authority in place.
Social and environmental matters
The Committee reviewed the Group’s Parker Review target and
received updates on sustainability disclosure and progress against
the Group’s Sustainability strategy. Further information about the
work that has been undertaken in respect of ESG (including our
social impact targets) can be found in the Sustainability section.
Read more
For further details about the Group’s commitment and
activity in relation to social and environmental matters
please see the Sustainability section on pages 24 to 37.
Conduct
During the year, in response to the increased focus from our
regulators and external stakeholders on financial and non-financial
conduct, the Committee reviewed an enhanced global employee
Code of Conduct and recommended it to the Board for approval
and adoption. The Code of Conduct reflects the Board’s commitment
to embedding and upholding high ethical standards and integrity
in all aspects of operations and business. The Code of Conduct sits
alongside the Group Governance Manual and appended documents
and policies, and together set the Group’s expectations of
acceptable conduct.
Board Committee activities and responsibilities
The Committee, through the Company Secretary, conducts an
annual review of the key activities and responsibilities of each
of the TP ICAP Group Board Committees. The review was last
carried out in January 2026 and determined that each of the
Committees carried out their key responsibilities in 2025 as
determined by their respective Terms of Reference. Any items
requiring further attention are incorporated into the forward
agendas of the relevant Committees.
Board training and development
The Chair has overall responsibility for reviewing the training needs
of each Director, and for ensuring that Directors continually update
their skills and knowledge of the Group. All Directors receive updates
on changes in relevant legislation, regulations, and evolving risks,
with the assistance of the Group’s advisers where appropriate. The
Board and its Committees receive briefings and presentations from
the senior management team and function heads on any relevant
current developments as part of the normal Board reporting process.
A schedule of formal training provided to the Board and its
Committees is maintained. During 2025, the Board and its Committees
participated in a number of training sessions. Topics of training
included Agentic AI, the future Regulatory Horizon, PwC
Technology, and Stakeholder Engagement. In addition to this
training there were regular business and function briefing sessions
throughout the year.
Non-executive Directors are encouraged to take advantage of
external conferences, seminars and training events, and to sign up
to receive briefings issued by professional advisers on legislative,
regulatory and best practice guidance and updates. They are also
encouraged to meet members of the management teams both in
the UK and overseas to enhance their knowledge and understanding
of the Group’s core business areas. Such direct engagement with
staff helps embed the Non-executive Directors’ role as workforce
engagement champions and enables them to observe first-hand
the controls, culture and conduct behaviours in operation.
Read more
A fuller briefing on the Board’s workforce
engagement is on page 20.
Board performance and evaluation
It is the duty of the Committee to assist the Chair of the Board
with an annual performance evaluation to assess the overall and
individual performance and effectiveness of the Board and its
Committees, while considering the balance of skills, experience,
independence, knowledge and diversity as a whole.
During 2025, the Committee oversaw an externally facilitated
Board and Committee performance review process.
Read more
Full details of the process and its conclusions
can be found on pages 83 to 85 of the Corporate
governance report.
TP ICAP GROUP PLC Annual Report and Accounts 202589
Governance
Report of the Nominations & Governance Committee continued
Board composition
The Committee regularly reviews the structure, size and
composition of the Board and makes recommendations to the
Board with regards to any changes that are deemed necessary to
ensure the Board is able to discharge its duties effectively. The
Committee makes recommendations to the Board in relation to any
training or development that may be appropriate to ensure the
continued ability of the Board and senior leadership to effectively
manage the Group. On an ongoing basis, the Committee ensures
that decision-making is not dominated by any one individual or
group of individuals in a manner that is detrimental to the interests
of the Group.
Read more
Further details on the composition of the Board serving
throughout the year can be found in the Governance
report from page 66.
The Directors’ biographies are on pages 72 to 73, the
Board’s skills, knowledge, experience and competencies,
are on page 71, and our Board diversity at a glance is on
page 69.
Succession planning
Board succession
The Committee regularly reviews Board succession taking into
account the challenges and opportunities facing the Group and
monitors the tenure of Non-executive Directors at each meeting.
There are no Directors nearing the end of tenure in the short term.
UKRE boards’ succession
As part of its duties, the Committee reviews the composition of
the Group’s UKRE boards and committees taking into account the
balance of independence, skills, experience and diversity required
to run effectively. The Committee is committed to ensuring there
is appropriate female representation on the UKRE boards and
considers wider diversity targets to align with the Group’s diversity
and inclusion aspirations.
Prior to an individual being appointed Non-executive Director
to the UKRE boards, the Committee carefully considers the
independence and capacity of the prospective candidate and
this is reviewed annually.
Management succession
The Board, as a whole, recognise that succession management and
planning safeguards the future success and stability of the Group.
The Group has introduced in 2026 a Succession Management
Development Programme which takes a systemic approach to
identifying and developing potential successors across the business
to develop the next generation of managers and skilled professionals.
The process ensures a pipeline of capable people ready to fill
critical roles. This proactive leadership strategy minimises risks
associated with unexpected departures and ensures continuity in
key positions and preparing the organisation for the future.
During the year, the Committee reviewed and considered Executive
and senior management succession planning, with focus given to
the Group’s talent bench-strength, global succession outlook and
talent diversity while considering diversity in the broadest sense,
given the Group’s commitment to ESG, the Parker Review, and the
Women in Finance Charter.
Director independence, conflicts and related
person transactions
Independence of Directors
The independence of each of the Non-executive Directors is
assessed on appointment and then continually assessed by the
Board and Committee. In accordance with the definition set out in
the Code, the Committee has determined that all Non-executive
Directors are independent in character and judgement and free
from any relationship or circumstance that could affect, or appear
to affect, their independent judgement. At the conclusion of their
initial and subsequent three-year terms, the independence of each
of the Non-executive Directors is formally reviewed and confirmed.
The Chair was independent on appointment. None of the Non-
executive Directors has received any remuneration additional to
their Director’s fees and the reimbursement of reasonable expenses
incurred in the course of performing their duties.
External appointments
The Board and Committee continually monitor external
appointments to ensure that all Directors are able to allocate
sufficient time to the Company to discharge their responsibilities
effectively. Executive Directors are permitted to take up appointments
with other companies provided the time involved is not too onerous
and would not conflict with their duties at TP ICAP. Of the Executive
Directors, only the Chief Executive Officer currently holds an
external appointment.
Read more
The Non-executive Directors’ external appointments are
set out in the Directors’ biographies on pages 72 to 73.
TP ICAP GROUP PLC Annual Report and Accounts 202590
Management of conflicts of interest
At the start of each Board and Committee meeting, the Directors
are invited to advise of any conflicts or potential conflicts in respect
of any item on that meeting’s agenda.
The Committee reviews at each of its meetings the Company’s
Conflicts and Relevant Situations Register, setting out information
on Directors’ conflicts that have been declared and authorised,
as well as setting out Directors’ external appointments. When
considering the appointment of a new Director, the Committee
considers an extract of the Conflicts and Relevant Situations
Register for the individual under consideration and is asked to
authorise conflicts as necessary. Ahead of making any appointment
decision, consideration is also given to whether, in the Company’s
view, the proposed Director would have sufficient time to fulfil his
or her Board responsibilities given their other appointments.
Related party transactions
Related party transactions were considered by the Committee as
situations arose and reviewed at each Committee meeting in 2025.
Terms of appointment
The terms of the Directors’ service agreements and letters of
appointment, are aligned to the provisions of the Code, and are
summarised in the Report of the Remuneration Committee on
page 110.
Directors’ service agreements and letters of appointment are
available for inspection during normal business hours at our
registered office, and at the AGM from 15 minutes prior to the
meeting until its conclusion.
Appointment and replacement of Directors
The rules regarding appointment and replacement of the Group’s
Directors are governed by the Company’s Articles of Association
(the ‘Articles’), the Companies (Jersey) Law 1991, the UK Companies
Act 2006, related legislation, and the UK Corporate Governance
Code (as amended).
Election and re-election of Directors
Each Director is subject to election by shareholders at the first AGM
after their appointment to the Board and is subject to annual
re-election by shareholders thereafter.
As required in accordance with the Company’s Articles of Association,
the Committee takes into account the results of the evaluations of
individual Directors (see page 85 for further information) to assist in
determining whether to recommend to the Board the election or
re-election of Directors at every AGM. The Committee has considered
the mix of skills, knowledge, experience, competencies and
background of the members of the Board and considers that the
Board exhibits gender and cultural diversity, and a range of skills
and backgrounds encompassing financial, commercial, operating,
control, corporate governance, accounting, regulatory, audit and
international attributes.
All Non-executive Directors have submitted themselves for
re-election at the 2026 AGM and the Committee is pleased to
recommend their re-election. The biographies of the Directors
standing for election can be found in the Notice of the AGM and
also on the Company’s website: www.tpicap.com.
As part of the formal review and renewal of a Non-executive
Director’s appointment prior to the end of each three-year term,
the Chair conducts an interview and assessment to confirm that the
Non-executive Director continues to contribute effectively and to
demonstrate commitment to the role. Should the Chair determine
that is the case, a recommendation is made to the Committee to
extend the appointment for another three-year term. In line with best
practice governance, a proposal for a third three-year term will be
subject to more rigorous scrutiny before making a recommendation.
Richard Berliand
Chair
Nominations & Governance Committee
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 202591
Governance
Report of the Audit Committee
Angela Crawford-Ingle
Chair, Audit Committee
2025 key activities and outcomes
> Monitored the integrity of financial reporting including the
Annual Report and Accounts and half-year results, and any
associated statements and determinations, and significant
financial reporting judgements within them.
> The Committee maintained a robust and consistent dialogue
with the external auditor throughout the year, ensuring
challenge, transparency, effective audit delivery, considering fees
and external auditor independence.
> Approved the Group Internal Audit (‘GIA’) strategy and priorities
for 2026–27, the annual internal audit plan, and updates to the
GIA charter to align with the Group’s risk framework and internal
control systems.
> Reviewed GIA’s effectiveness and considered the External Quality
Assessment against the revised Global Internal Audit Standards
and the Chartered Institute of Internal Auditors Code of Practice.
> Assessed the GIA Quality Assurance and Improvement
Programme, including compliance with professional standards,
stakeholder feedback, retrospective audit reviews, and thematic
reviews across regions.
> Oversaw initiatives to enhance automation within internal
control systems and supported GIA’s ongoing development to
strengthen assurance capabilities and operational efficiency.
> Approval and oversight of the following additional internal
audits: UK Transaction Reporting, EMEA Transaction Reporting,
Deloitte Management Letter Validation, Neptune Networks and
AWS Scenario Exercise review.
> Oversight of the governance and controls of environmental,
social and governance (‘ESG’) reporting.
> Recommending Board approval of the Group Tax strategy and
its publication.
> Overseeing the response to changes in legal and regulatory
reporting obligations, in particular those related to updates to
the Financial Reporting Council’s (‘FRC’) UK Corporate
Governance Code (the ‘Code’).
> Oversight of the Aged-Debt (‘DSO’) status dashboard and metrics.
> Considered and approved updates to the Committee Terms of
Reference reflecting Code changes and the FRC’s Audit
Committees and the External Audit: Minimum Standard
(‘FRC’s Minimum Standards’).
How the Committee spent its time during
the year in scheduled meetings
2024 202 5
1
2
3
4
7
5
6
1
6
7
5
2
3
4
2024 2025
 1 Routine matters and unminuted discussion 21% 16%
 2 Annual/interim reporting and trading
statement review 19% 31%
 3 Tax matters 3% 2%
 4 External auditor reporting 17% 18%
 5 Internal auditor reporting 16% 20%
 6 Risk management and internal controls 19% 8%
 7 Corporate governance and ESG 5% 5%
TP ICAP GROUP PLC Annual Report and Accounts 202592
Dear fellow shareholder,
I am pleased to present the Committee’s report for the year ended
31 December 2025. This report sets out how the Committee has
discharged its responsibilities during the year and highlights the
Committee’s assessment of significant financial reporting
judgements relating to the 2025 Group Financial Statements, and
the conclusions reached. The responsibilities of the Committee are
outlined in its Terms of Reference, which were last reviewed and
approved in November 2025.
More online
The Committee’s Terms of Reference available
on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
Throughout 2025, the Committee has contributed to the
development of the Group’s governance framework by ensuring the
integrity of financial information through monitoring and review,
while providing robust challenge and oversight across financial
reporting, internal controls procedures, and the work of the external
auditor. The Committee assessed the assumptions and judgements
made by management in the Group Financial Statements, and
challenged the effectiveness of the Group’s systems of risk
management and internal controls. The Committee also considered
the Group’s adherence and compliance with the FRC’s Minimum
Standards, and confirmed that all requirements, where relevant,
were met during 2025. The Committee also oversaw continued
development of the Group’s ESG reporting governance, including
the quality of its data.
The Committee has been focused on several important items during
2025, including continuing to monitor the transition to the Group’s
external auditor, PricewaterhouseCoopers LLP (‘PwC’) following
their appointment in 2024. The transition to PwC was smooth and
the Company remains pleased with how the relationship is working.
During the year the Committee maintained a strong focus on the
Group’s internal control environment, emphasising the scope for
improved efficiency and assurance through automation of the
control frameworks, more advanced data-driven analysis and the
prudent integration of generative and agentic AI capabilities.
The Committee also focused on developing processes and evaluating
risks, controls and assurance approaches in preparation for the
upcoming reforms to the Code, in particular Provision 29 regarding
the effectiveness of internal controls, governance and financial
reporting. The Committee has engaged with an internal working
group of key functions to develop an approach to reliably demonstrate
conformance, based on analysis of the requirements and plans that
have been benchmarked against trends in industry practice.
To ensure that the Committee continues to operate effectively,
regular reports on the activities of the Committee are submitted
to the Board, including on how the Committee has discharged its
responsibilities throughout the year. As Audit Committee Chair,
it is important that I have a thorough understanding of the Group’s
challenges. I therefore have ongoing discussions with Risk, Finance,
GIA and PwC, both in the UK and across other regions. I regularly
attend meetings of the EMEA and UK regulated entities Risk
Committees, and maintain ongoing dialogue with the EMEA
sub-group and UKRE board chair. In addition, the Committee
engaged with the Americas Finance and GIA teams and received
region-focused deep dives during the year. The Americas Head of
Internal Audit and the Asia Pacific Head of Internal Audit also
attend regional Risk and Management Committee meetings to
provide further insight into risk management and internal controls
outside the EMEA region.
Following the Committee’s review of the 2025 Annual Report and
Accounts, the Committee recommended to the Board that, taken
as a whole, the Annual Report and Accounts are fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy. The ‘fair, balanced and understandable’
recommendation to the Board is explained later on page 94.
2025 Committee attendance at scheduled meetings
Committee members
Meetings
attended
Angela Crawford-Ingle 4/4
Kath Cates 4/4
Amy Yip 4/4
TP ICAP GROUP PLC Annual Report and Accounts 202593
Governance
Report of the Audit Committee continued
Committee membership and attendance
The Code requires that at least one member of the Audit Committee
has recent and relevant financial experience. Alongside myself as
a Fellow of the Institute of Chartered Accountants in England and
Wales, I am pleased to report that all Committee members are
Independent Non-executive Directors with experience in the
financial services sector. The biography of each current member
of the Committee is provided in the Board biographies on pages
72 to 73.
The Committee holds a minimum of four meetings annually and sets
an annual work plan based on its Terms of Reference. The agenda
for each meeting includes standing items that the Committee
considers at each meeting, in addition to areas of risk identified
for detailed review and any matters that arise during the year.
Committee meetings were routinely attended by the Board Chair,
Executive Directors including the Group CFO, Group Chief Internal
Auditor, Group Financial Controller, Group Chief Risk & Compliance
Officer, partners from PwC, and members of the Company Secretariat.
The Committee also invites other senior finance and business heads
to attend certain meetings to provide a deeper level of insight on
particular items.
Fair, balanced and understandable
Before the 2025 Annual Report and Accounts were approved, the
Committee was asked to review and consider the processes and
controls in place to ensure it presents a fair, balanced and
understandable view of the Group’s performance, business strategy,
business model, and any challenges or opportunities facing the
Group. When conducting these reviews, the Committee:
> Examined the preparation and review process;
> Considered the level of challenge provided through that process
and whether the Committee agreed with the results; and
> Considered the continuing appropriateness of the accounting
policies, important financial reporting judgements and the
adequacy and appropriateness of disclosures.
Board and Committee members received drafts of the Annual
Report and Accounts, allowing them to discuss the disclosures with
both management and the external auditor, and to challenge the
disclosures where appropriate. We concluded that the processes
and controls were appropriate, and were therefore able to make
the following assurance to the Board:
> In our view, the Annual Report and Accounts and Group Financial
Statement, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group’s position, performance, business model and strategy.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee in relation to the following for the Company and its subsidiaries:
Financial reporting
> Considering significant financial reporting judgements;
> Reviewing the Annual Report and Accounts and half-year results;
> Considering Group tax matters;
> Considering whether the Annual Report and Accounts, taken as
a whole, are fair, balanced and understandable;
> Monitoring compliance with accounting standards; and
> Reviewing the going concern and the longer-term viability
statement.
External audit
> Reviewing the effectiveness of external audit;
> Assessing the external auditor’s independence;
> Developing a policy for non-audit services provided by the
external auditor;
> Considering findings and control observations; and
> Overseeing auditor appointment, tender and rotation.
TCFD deliverables
> Overseeing the Group’s TCFD deliverables plan;
> Reviewing the Group’s progress delivering its Scope 1, 2 and 3
commitments; and
> Maintaining oversight of the Group’s emerging regulatory
requirements.
Risk management and internal control
> Considering the effectiveness of the Group’s systems of risk
management and internal control, including all material controls;
> Monitoring and reviewing the Group’s whistleblowing arrangements,
including the effectiveness of its systems and controls; and
> Developing and overseeing the roadmap to comply with
Provision 29 of the Code, including the Board’s annual
declaration on internal controls and risk management.
Internal audit
> Approving the GIA’s staffing levels, risk assessment methodology
and outcomes, the internal audit charter and annual audit plan;
> Considering the results and findings of GIA’s work, management’s
response, and implementation of the remedial actions; and
> Reviewing the performance, independence and effectiveness of
GIA and the Chief Internal Auditor.
TP ICAP GROUP PLC Annual Report and Accounts 202594
Going concern and viability statement
The assumptions relating to the going concern review and viability
statement were considered, including the medium-term projections,
stress tests and mitigation plans, confirming that the resulting
assumptions and statement would support the Directors’ solvency
statement required to be made in accordance with Companies
(Jersey) Law 1991 prior to any distribution.
On the basis of the review, we advised the Board that it was
appropriate for the 2025 Annual Report and Accounts to be
prepared on the going concern basis. We also reviewed the
long-term viability statement taking into account the Group’s
current position and principal risks and uncertainties, and advised
the Board that the viability statement and the three-year period
of the assessment were appropriate.
Financial reporting
The Committee has reviewed the integrity of the consolidated
financial statements included in the half-year and year-end results
announcements and the Group’s 2025 Annual Report and Accounts.
Significant financial reporting judgements in 2025
We considered a number of judgements in connection with the 2025
Group Financial Statements. These judgements, how the Committee
addressed them and the conclusions we reached, are set out below:
Judgement Note Action taken by the Committee Conclusions
Impairment of
goodwill, customer
relationships, and
other acquisition-
related intangibles.
> Reviewed the basis on which goodwill was allocated to cash
generating units (‘CGUs’) and discussed management’s annual
impairment assessment.
> Considered the basis for determining the recoverable amount
of each CGU.
> Challenged the methodology and valuation assumptions
used including the assets that are grouped together for
recoverability assessments.
> Reviewed the carrying amounts of other intangible assets.
> Discussed management’s annual impairment review and
challenged the underlying key assumptions for the Energy &
Commodities CGU supporting the impairment assessment.
> Considered if there were any triggers for impairment since the
annual impairment review.
> The Committee is satisfied
that no impairment charge
is required in the year, there
are no triggers since the
annual impairment review
and that the disclosures
are appropriate.
The Group’s
assessment and
disclosure of legal
cases and
regulatory
investigations.
> Reviewed the cases identified and discussed management’s
provisioning and disclosure assessment.
> Considered the basis for determining provisions in respect of cases.
> Considered whether the information disclosed was consistent with
the information maintained by the Group’s legal counsel and
external legal advisers.
> Reviewed the procedures performed by the external auditor,
including their enquiries performed of the Group’s external
legal advisers.
> Following full assessment,
the Committee considers
that material cases,
investigations and claims
have been appropriately
classified and adequately
disclosed.
Significant items
and alternative
performance
measures (‘APM’).
> Considered the significant items identified relating to restructuring
and related costs; disposals, acquisitions and investment in new
business; legal and regulatory matters; and other significant items,
including the auditor transition fees.
> Considered the appropriateness of other APMs, including cash
flow conversion.
> The Committee is satisfied
that the definition and
presentation, reconciliation
and explanations of APMs
were appropriate and that
the disclosures relating
to adjusted performance
and significant items
are appropriate.
Revenue, billing and
expected credit loss
( ‘ ECL’ ).
> Reviewed day sales outstanding and bad debt.
> Considered revenue recognition, presentation, discounts and
related billing to ensure revenue is presented appropriately and
recognised on a timely basis in accordance with IFRS 15.
> Reviewed the ECL requirements of IFRS 9 to determine appropriate
application in relation to the preparation of the interim and
year-end financial statements.
> Considered how the mechanics of the ECL link in with write-off
of bad debt.
> Considered the conclusions reached by management and PwC.
> The Committee is satisfied
that revenue is recognised
appropriately.
> The Committee is satisfied
that the requirements of
IFRS 9 have been applied
to determine the ECL on
relevant assets and that
appropriate judgement has
been applied.
Acquisition
accounting.
> Considered the acquisition accounting for Neptune Networks, an
independent financial data company co-owned by a consortium of
some of the world’s leading investment banks.
> Carefully considered the accounting for and valuation of the put
option TP ICAP granted each dealer shareholder considering IFRS 3
and IAS 32 for both the interim and year-end financial statements.
> The Committee is satisfied
the accounting and
valuation of the put option
liability, including the
presentation in equity and
goodwill, is appropriate.
Other items that were less significant but were discussed included: the valuations and impairments of associates and joint ventures,
tax compliance, an assessment of Going Concern, and dividend affordability.
TP ICAP GROUP PLC Annual Report and Accounts 202595
Governance
Report of the Audit Committee continued
Whistleblowing
The Committee oversees the operation and effectiveness of the
Group’s whistleblowing systems and controls. During the year, the
Committee recommended the Group Whistleblowing Policy to the
Board for approval and adoption.
It is important that employees and other stakeholders of the Group
are empowered to report whistleblowing concerns. Employees and
individuals outside of TP ICAP are able to raise their concerns
anonymously using an independent whistleblowing reporting
facility managed by a third party. This mechanism is combined
with ‘Speak Up’ initiatives to raise employees’ awareness of the
Whistleblowing Policy and procedures.
In conjunction with the Board, the Committee regularly reviewed
whistleblowing reports and metrics and considered the effectiveness
of the whistleblowing arrangements in place. Following my
reappointment as the Group’s Whistleblowing Champion, I have
continued to oversee the integrity, independence and effectiveness
of the whistleblowing arrangements.
Task Force on Climate-related Financial Disclosures
(‘TCFD’)
The Committee oversees the Group’s compliance with climate-
related financial disclosures, its environmental commitments, and
the quality of ESG reporting. It is committed to ensuring that the
Group continues to develop its reporting around climate-related
disclosure and delivers good performance against the agreed
targets. During 2025, the Committee was pleased to note the strong
organic progress to date and the potential to explore additional
opportunities to reduce emissions further.
The Group is on a journey of continual improvement. During 2025,
the Committee focused on the Group’s adherence to UK regulations,
emerging regulatory requirements in other jurisdictions, and the
impact of climate-related risks on the Group’s strategy and
financial planning process. In 2026, the Committee will increase its
focus on non-financial data quality and reporting, in recognition of
the growing emphasis on mandatory external assurance in new
regulatory requirements.
Internal audit
GIA’s purpose is to protect and add value to TP ICAP by providing
high-quality assurance, impactful analysis and valuable insights.
It does this by taking a risk-based approach to assessing the
effectiveness of controls to mitigate risks that the firm faces,
and ensuring continuous improvement and accountability across
the Group.
The Committee is responsible for monitoring and reviewing the
effectiveness of GIA, and annually approves the internal audit plan
and keeps it under review during the year, to ensure that it reflects
the changing business needs and considers new and emerging risks.
We receive and review internal audit reports and discuss key themes
and material issues identified in the internal audits, as well as
management’s response to them. GIA has reviewed key areas of
focus for the organisation, including assurance over key change
programmes, and key risk areas such as technology and regulation.
In 2025 the Committee commissioned an external quality assessment
of GIA. This review, completed by BDO, concluded that the function
was conforming with the Global Internal Audit Standards, its work
was performed to a high standard, and that the function was well
positioned and respected within the organisation.
Other key activities of the Committee were to:
> Review the annual internal audit Quality Assurance report;
> Review and approve the GIA charter;
> Review and approve GIA’s risk assessment and approach; and
> Review and discuss the annual GIA opinion.
Throughout 2025, GIA continued to innovate to enhance the function’s
capabilities. GIA’s strategy focuses on leveraging automation, data
and agentic AI across all its activities, and includes the appointment
of new roles to drive AI and data auditing techniques.
EY, as co-source provider, has continued to provide specialist skills
and subject matter expertise during the year where required, to
supplement the in-house team.
GIA has also taken a key role in driving the firm’s preparations for
FRC Provision 29. In 2025 this included Board briefings and workshops,
assurance over material controls, and a dry run ahead of the
requirement going live in 2026.
The Committee considered the resourcing, experience, expertise
and skills of Internal Audit and is satisfied that it has appropriate
resources and remains organisationally independent. The Committee
is confident in GIA’s impact and effectiveness.
External auditor
The Committee has primary responsibility for managing the
relationship with the external auditor, including assessing its
performance, effectiveness and independence, recommending to
the Board its reappointment or removal, considering key findings
including control observations and agreeing terms of engagement.
Effectiveness of the external audit process
I met with PwC regularly throughout 2025 to ensure that there were
no unresolved issues of concern. This approach ensured that the
external auditor was able to operate effectively and challenge
management when required.
As part of the 2025 audit, the Committee considered:
> The quality of PwC’s 2025 external audit;
> The effectiveness of the external audit process including the
expertise, efficiency, global service delivery, risk assessment
robustness, and cost effectiveness of the auditor;
> The annual FRC report on PwC UK, and the PwC
Transparency report;
> The external auditor’s plans and feedback from senior
management; and
> The effectiveness of management in relation to the timely
identification and resolution of areas of accounting judgement,
analysing those judgements, the quality and timeliness of papers,
management’s approach to the value of independent audit,
the booking of any audit adjustments arising, and the timely
provision of draft public documents for review by the external
auditor and the Committee.
TP ICAP GROUP PLC Annual Report and Accounts 202596
Having been appointed in 2024, after a tender process
undertaken in 2022, PwC are now in their second year as external
auditor. The Committee conducted its annual assessment of the
external auditor’s independence and effectiveness, reviewing
PwC’s independence letter, audit quality, robustness of challenge,
responsiveness and the findings from the prior year’s audit.
Drawing on management feedback and its oversight of audit
planning and execution, the Committee concluded that PwC
remains independent and effective, and that the approach to
their appointment, tenure and ongoing engagement continues
to be appropriate.
Independence and non-audit services
As part of its work on the 2025 Annual Report and Accounts, the
Committee reviewed the objectivity and independence of the
external auditor. This included consideration of the professional
and regulatory guidance on auditor independence and PwC’s
policies and procedures for managing independence.
Non-audit services provided by PwC are governed by the Group’s
non-audit services policy, which is regularly reviewed by the
Committee. The Committee last reviewed and approved the policy
in November 2025. PwC has confirmed that no non-audit services
prohibited by the FRC’s Ethical Standard were provided to the
Group during the year.
To safeguard the external auditor’s independence and objectivity,
the Group does not engage PwC for any non-audit services except
for the work that they are required to, or are clearly best suited to,
perform. All proposed services must be pre-approved in accordance
with the non-audit services policy. The Group is also required to cap
the level of non-audit fees paid to the external auditor at 70% of
the average audit fees paid in the previous three consecutive
financial years.
The Committee reviewed the level of fees paid to the external
auditor for the various non-audit services provided during 2025.
During the period under review the non-audit services performed
by the external auditor amounted to £3,490,000, 41.8% compared
to the £8,975,000 of audit fees. Non-audit services primarily relate
to regulatory reporting, the interim review of the Group’s half-year
financial statements, regulatory audits of subsidiary financial
statements not mandated by law, and reporting accountant
services in respect of Group strategic projects. These services are
typically performed by the external auditor. There were no advisory
or consulting services provided by the external auditor to the Group.
Audit and non-audit fees
More information can be found on page 154 in Note 5 to the Group
Financial Statements.
Audit and non-audit fees
(£’000)
4,643
10,634
3,490
8,975
2025202420252024
Audit Non-audit
0
2
4
6
8
10
12
Risk management and internal control
The Board is responsible for:
> Setting the Group’s risk appetite;
> Ensuring the Group has an appropriate and effective Enterprise
Risk Management Framework (‘ERMF’); and
> Monitoring the ongoing process for identifying, evaluating,
managing and reporting the significant risks faced by the Group.
The ERMF and the Group’s risk appetite provide a detailed view
of the risks that are presented to the Group, as well as define the
extent and type of risks that the Group is willing to accept in its
pursuit of business objectives. The ERMF and principal risks are
described in the Risk management section of the Strategic report
on pages 50 to 54. The Board is also responsible for the Group’s
system of internal control and for reviewing its effectiveness.
The system is designed to manage rather than eliminate the risk
of failure to achieve business objectives and can provide only
reasonable rather than absolute assurance against misstatement
or loss.
The Committee conducted an annual review of the effectiveness
of the Group’s internal control and risk management systems.
The findings were reported back to the Board, as a part of the
Committee discharging its responsibilities. This included any
agreed remediation actions to address identified weaknesses in
line with the FRC’s guidance on risk management, internal control
and related financial and business reporting. The formal review
considered reports from management, external audit and the work
of the Group Risk and Internal Audit functions. Following the
review, the Committee was satisfied that the Group’s systems were
operating effectively. The Committee was pleased to recommend
to the Board that the Group’s governance arrangements and risk
management systems had proven effective in mitigating key risks
during the 2025 period. The Group remains focused on continuing
the enhancement of internal control and risk management systems.
Read more
in the Report of the Risk Committee on pages 98 to 101.
The process for identifying, evaluating and managing the principal
risks faced by the Group is reviewed regularly by the Board and has
been in place for the year under review and up to the date of
approval of the 2025 Annual Report and Accounts. It is also in
accordance with the FRC’s ‘Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting’.
Committee effectiveness
A review of the Committee’s effectiveness was conducted by Clare
Chalmers in Q4 2025 as a part of the external Board effectiveness
review process. It was determined that the Committee was operating
effectively, with good balance, improved agendas and papers,
and better challenge.
Angela Crawford-Ingle
Chair
Audit Committee
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 202597
Governance
Report of the Risk Committee
Kath Cates
Chair, Risk Committee
2025 key activities and outcomes
> Monitoring a programme to improve the Group’s regulatory
reporting, pages 99 to 100.
> Considering the risks arising from key strategic initiatives,
including the Group’s three-year transformation programme,
pages 100 to 101.
> Reviewing the Group’s operational resilience, including the
Group’s preparedness and response capabilities to potential
cyber attacks, pages 99 to 100.
> Monitoring the Group’s financial risk exposure, including from
potential risks arising from the conflicts in Ukraine and the
Middle East and the escalation of global trade tensions, pages
99 to 100.
> Reviewing a programme to enhance the Group’s Enterprise Risk
Management Framework (‘ERMF’) to ensure it continues to be
effective and efficient, pages 100 to 101.
> Monitoring a programme to enhance the Group’s billing
process and improve its accounts receivable collection rate,
pages 99 to 100.
> Holding private meetings with key individuals including the
Group Chief Risk Officer, Group Chief Internal Auditor and Group
Head of Compliance, page 100.
> Fostering the desired risk management culture and behaviour
within the Group, page 100.
Please refer to the stated pages for further detail on the
related outcomes.
How the Committee spent its time during
the year in scheduled meetings
2024 202 5
1
2
3
4
5
1
2
3
4
5
2024 2025
 1 Routine matters 19% 9%
 2 Risk profile update 14% 16%
 3 Compliance matters 16% 16%
 4 Risk culture, risk reviews and deep dives 34% 47%
 5 Risk framework and corporate
governance 17% 12%
TP ICAP GROUP PLC Annual Report and Accounts 202598
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Report of the
Risk Committee explaining how the Committee discharged its risk
oversight responsibilities during 2025.
The Group operated in a challenging macroeconomic and
geopolitical environment throughout 2025. While inflationary
pressures eased in most major economies, interest rate cuts were
gradual and uneven, contributing to persistent market uncertainty.
Equity markets delivered mixed performance, with technology and
energy sectors driving gains, while global fixed income markets
remained volatile. Geopolitical risks continued to shape investor
sentiment, including ongoing conflicts in Ukraine and the Middle
East, the escalation of global trade tensions and geopolitical
developments around Venezuela. Operational resilience remained
a priority for regulators and market participants alike, as reliance
on third-party technology and infrastructure providers deepened.
The industry witnessed several high-profile cyber incidents and
outages, reinforcing the importance of robust contingency planning
and vendor risk management.
Against this backdrop, the Committee continued to focus its efforts
on monitoring the operational risk of the Group, the management
of the heightened financial risk profile resulting from volatile
financial markets and the maintenance of a robust financial
position (including capital and liquidity adequacy).
A number of targeted reviews were presented to the Committee,
including into:
> A programme to strengthen oversight and governance across the
Group’s UK and EU trading venues.
> The Group’s regulatory reporting improvement programme.
> A programme to enhance the Group’s billing process and improve
its accounts receivable collection rate.
> The Group’s preparedness and response capabilities to potential
cyber attacks.
In addition to these specific areas, the Committee continued to
monitor the Group’s enterprise-wide risk profile, including emerging
risks, across all other material risks relative to risk appetite, and the
status of any remedial actions required to address any risk
management issues.
2025 Committee attendance at scheduled meetings
Committee members
Meetings
attended
Kath Cates 4/4
Michael Heaney¹ 4/4
Angela Crawford-Ingle 4/4
Mark Hemsley 4/4
Stuart Staley² 2/2
1 Michael Heaney stepped down from the Committee with effect from
31 October 2025.
2 Stuart Staley was appointed to the Committee with effect from 1 June 2025.
Also, the Committee was kept apprised on risks associated with key
strategic initiatives, including risk assessments and health checks on
major strategic projects.
A high standard of risk management is expected by the Group’s
investors, clients, regulators, and other stakeholders. Throughout
2025, the Risk function has continued to strengthen the Group’s
ERMF, ensuring its design and operation remain both effective
and efficient.
From 2026, the Committee, together with the Audit Committee,
will conduct an annual assessment of the effectiveness of the
Group’s material controls and report their conclusions to the Board.
In 2025 the Group used the ERMF to identify its material controls
ahead of the 2026 attestation.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for:
Setting risk appetite, culture, controls and policy
> Defining the nature and extent of the risks the Group is willing
to take.
> Defining the expectations for the Group’s risk culture.
Monitoring, reporting and advisory activities
> Reviewing the Group’s culture monitoring arrangements and
promoting a risk-aware culture.
> Overseeing the implementation and annual monitoring of
the E RMF.
> Ensuring the Group has an appropriate and effective risk
management and internal control framework.
> Reviewing the control environment and tracking any
remedial actions.
> Considering the risks arising from any strategic initiatives and
advising the Board accordingly.
> Identifying and considering future and emerging risks, regulatory
developments and relevant mitigants.
> Providing input to the Remuneration Committee on the
alignment of remuneration to risk performance.
> Undertaking an annual review of the effectiveness of the Group’s
material controls, together with the Audit Committee, and
reporting the findings and recommendations to the Board.
> Reviewing resourcing within the Three Lines of Defence (‘3LOD’).
> Overseeing the independence and effectiveness of the Risk and
Compliance functions.
> Reviewing the appointment or dismissal of the Group Chief Risk
Officer (‘CRO’), and the Group General Counsel.
TP ICAP GROUP PLC Annual Report and Accounts 202599
Governance
Report of the Risk Committee continued
Key matters considered by the Committee in 2025
Risk area Matters considered by the Committee
Operational Risk
> Oversight of the operational risks and their impact on the Group (eg financial losses or impact on regulatory
standing, reputation and market conduct) arising from the Group’s activity, including through the review of the
Risk Report presented by the CRO.
> The Committee continued to monitor the status of major remediation programmes, including:
— A programme to strengthening oversight and governance across the Group’s UK and EU trading venues;
— The Group’s regulatory reporting improvement programme; and
— The completion of a programme to enhance the Group’s billing process and improve its accounts receivable
collection rate.
> The Committee undertook a number of targeted reviews, including into:
— Operational risks arising from the Group’s 3-year transformation programme (including people and
change risk);
— The completion of a remediation programme to address compliance deficiencies related to Liquidnet’s
Alternative Trading Facility in the US; and
— Effectiveness of the Group’s cyber risk capabilities.
> The Committee received updates at each meeting from the Group General Counsel and Head of Compliance on
key legal and compliance issues. This included overseeing the Group’s response to a range of regulatory issues
across the business and to material changes to the regulatory framework in which the Group operates.
> Particular areas of focus included the ongoing programme to enhance the Group’s compliance systems
and controls.
> The Committee continued to monitor the progress of material litigation and investigations involving the Group,
as disclosed in the Group’s contingent liabilities.
> The Committee was updated on climate risk-related matters as required.
Credit Risk
> The Committee continued to monitor the Group’s credit risk profile, including the Group’s aged debt profile, and
the steps taken to mitigate the potential risks arising from conflicts in Ukraine and the Middle East, escalation of
global trade tensions and geopolitical developments around Venezuela.
> The Committee was kept apprised in regard to enhancements to the credit risk framework.
Market Risk
> The Committee continued to monitor the Group’s market risk exposure, arising from market movements in
currencies, equities, interest rates, swaps and/or other products of the Group’s balance sheet items, and market
movements in securities inadvertently held short term arising from broking transactions.
Liquidity Risk
> The Committee continued to monitor the Group’s liquidity demand exposure.
> A Specific area of focus was the management of Group’s margin call profile having moved to self-clearing
following the loss of the Group’s third-party clearer ICBC as a result of a ransomware attack in 2023.
Prudential Risk
> The Committee continued to monitor the Group’s prudential position and compliance with key financial
measures (namely the key financial ratios required to retain access to its RCF and maintain an investment grade
debt rating), taking due consideration of the dynamic macroeconomic environment with its associated FX and
interest rate volatility.
> As part of this activity, the Committee reviewed the Group’s consolidated capital and liquidity adequacy.
Strategic and
Business Risk
> The Committee continued to closely monitor the increased risk profile associated with the challenging
macroeconomic/geopolitical backdrop.
> The Committee was also kept apprised in regard to the risks arising from key strategic initiatives, including the
Group’s three-year transformation programme and inorganic growth.
Operational
Resilience
> The Committee undertook a review into the Group’s ability to sustain the delivery of critical services during
periods of disruption.
Risk framework
and Resourcing
> The Committee continued to oversee the implementation and operation of the ERMF. This included reviewing
the design and operational effectiveness of the ERMF.
TP ICAP GROUP PLC Annual Report and Accounts 2025100
Review of Committee effectiveness
An internal review of the Committee’s effectiveness was conducted
in Q1 2026 and a report presented to the Nominations & Governance
Committee, Risk Committee and Board in March 2026.
This review determined that the Committee was operating
effectively and focusing on the risk areas which have most impact
on the Group’s ability to deliver its strategy and maintain a robust
financial position.
During the year, the Committee reviewed its Terms of Reference
and agreed amendments to ensure they remained appropriate,
including incorporating updates aligned with the revised UK
Corporate Governance Code.
Key priorities for 2026
The Committee will continue to concentrate on the principal risks
facing the Group, ensuring they are managed effectively and
remain within the Group’s defined risk appetite. It will also
maintain oversight of the enterprise-wide risk profile to identify
new or emerging areas requiring governance attention.
The Committee will review how the Group manages risks arising
from strategic initiatives, including the strategic transformation
programme and inorganic growth.
Looking ahead, the Group is expected to face ongoing
macroeconomic and geopolitical challenges, as well as market
volatility. The Committee will assess the Group’s response to these
conditions, focusing on risks related to:
> Challenging macroeconomic/geopolitical backdrop leading to
sustained market volatility.
> The growing need for operational resilience to remain
competitive in the face of disruptive events, most notably arising
from cybersecurity threats and the unsettled macroeconomic and
geopolitical landscape.
> Embracing new technologies such as AI, ensuring it is used safely
and responsibly, cognisant of the associated risks.
> The escalation of global trade tensions, leading to business
disruption, supply chain challenges, and market volatility.
> Maintaining good standing with the Group’s regulators,
cognisant of the rising volume of regulatory change.
The Committee will also continue to be briefed on enhancements to
the Group’s ERMF to ensure it continues to be effective and efficient.
Finally, I would like to thank the Committee members and Executive
team for all their hard work during the past year.
Kath Cates
Chair
Risk Committee
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 2025101
Governance
Report of the Remuneration Committee
2025 Committee attendance at scheduled meetings
Committee members Meetings attended
Tracy Clarke 5/5
Richard Berliand 5/5
Michael Heaney¹ 3/4
Amy Yip 5/5
Stuart Staley² 2/2
1 MichaelHeaneysteppeddownfromtheCommitteewitheffectfrom31October
2025.Michaelwasunabletoattendthe2October2025Committeemeetingdue
toapriorarrangedconflict.
2 StuartStaleywasappointedtotheCommitteewitheffectfrom1June2025.
Stuartattendedthe5February2025,6March2025and30Aprilmeetingsas
anobserver.
More online
TheCommittee’sTermsofReferenceareavailablehere:
https://tpicap.com/tpicap/investors/corporate-governance
Dear fellow shareholder,
OnbehalfoftheBoard,IampleasedtopresenttheDirectors’
RemunerationReport(‘DRR’)fortheyearto31December2025.
OverthelastyearwehaveimplementedourupdatedDirectors’
RemunerationPolicy(the‘newPolicy’),whichwasapprovedbya
significantmajorityofourshareholdersatthe2025AGM.Thisreport
setsoutthekeydecisionstakenbytheCommitteeduringtheyear
toensurethatremunerationoutcomesforExecutiveDirectors
remainappropriate,reflectiveofperformance,andalignedwith
the interests of our shareholders.
Introduction
Assetoutinmyletterlastyear,theCommitteeconsultedwidely
withourshareholderswhenreviewingourDirectors’remuneration
arrangements.DuringourconsultationsonthenewPolicy,wewere
pleasedtoreceivewidespreadshareholdersupportforourExecutive
DirectorsandtheGroup’sstrongbusinessperformance.
SupportedbyourthreestrategicpillarsofDiversification,
TransformationandDynamiccapitalmanagement,theincumbent
executiveteamhasreaffirmedTPICAP’sgloballeadershipinthe
Inter-DealerBroker(‘IDB’)sectorwhilstbuildingdiversifiedincome
streamsthroughtheLiquidnettradingplatformandourmarket-
leadingOTCdataandanalyticsbusinessParameta.
The shareholders with whom we met understood well the
challengeswefacewhencompetingforexecutivetalentinour
globalmarketplaceandtheneedtoretainandmotivateour
accomplishedExecutiveDirectors.Theyappreciatedthatwehave
nocomparablelistedpeersintheFTSE250andthatourtrue
businessandexecutivetalentpeersincludeotherIDBcompetitors,
aswellasagencyexecutionandelectronictradingplatform
businesses,andexchanges,mostofwhicharelistedintheUS.
TheCommitteeassessedTPICAP’sexecutiverewardpackage
relativetoourchosenglobalpeercompanies,takingintoaccount
relevantfactorssuchastheirsize,complexityandperformance,
basedondeliveryofshareholderreturns.TheCommitteeconcluded
thatthereexistedasignificantgapintheremunerationopportunity
wewereabletoofferourCEOinparticularwhencomparedwith
ourinternationalpeers.Ourmajorshareholdersagreedthatinlight
ofourstrongstandingagainstthisgroup,therewardopportunity
forourCEOneededtobemoreappropriatelypositionedifwewere
toremaincompetitive.
Tracy Clarke
Chair, Remuneration Committee
How the Committee spent its time during the year in
scheduled meetings
2024 2025
1
2
3
4
5
6
7
1
2
3
4
5
6
7
2024 2025
 1 Routinematters 7% 7%
 2Seniormanagementandwiderworkforce
remuneration 35% 48%
 3ExecutiveDirectorremuneration 16% 9%
 4Riskandcontrolimpactonremuneration 3% 3%
 5Executiveincentiveschemes 6% 6%
 6Directors’RemunerationPolicyreview 15% 12%
 7Governanceandremunerationreporting 18% 15%
2025 key activities and outcomes
> Determiningthemeasuresandtargetsfortheannualbonusand
theunderpinfortheRestrictedSharePlan(‘RSP’)andthenew
ExecutiveSharePlan(‘ESP’)awardsgrantedduringtheyear.
> EmbeddingthenewDirectors’RemunerationPolicy,approved
byshareholdersinMay2025,toensureitoperatesasintended.
> UpdatingpoliciesandprocessestoensurethatourGroup
remuneration policy for all employees remains compliant with
allregulatoryandgovernancerequirements.
> Reviewingourall-employeeremunerationarrangements
toensurethatweareabletocontinuetoattractandretain
key talent.
> ReviewingourpensionandbenefitsofferingacrosstheGroup
toensurethattheyremaincompetitive.
> ReviewingandupdatingtheoperationofourGroupbonus
deferralandlong-termequityplanstoensurethesearefit
for purpose.
TP ICAP GROUP PLC Annual Report and Accounts 2025102
Thekeychangesimplementedunderournewshareholderapproved
Policywere:
> ToincreasetheCEOannualbonusopportunityfrom250%
to 300% of salary.
> ToincreasetheCEO’sawardopportunityundertheRSP
(nowESP)from125%to200%ofsalary.
> ToincreasetheRSP(nowESP)opportunityfortheotherExecutive
Directorsfrom125%to150%ofsalary.
> ToincreasetheminimumshareholdingrequirementsfortheCEO
from300%to400%ofsalaryandtheotherExecutiveDirectors
from 200% to 300% of salary.
> ToprovidetheCommitteewiththediscretiontoreducethe
annualbonusdeferralratetoaminimumof25%from50%where
minimumshareholdingrequirementshavebeenmet.
IhaveincludedasummaryofthenewPolicyonpages109to111
andfulldetailsofthenewPolicycanbefoundonpages120to128
ofthe2024AnnualReport,whichisavailabletoviewonthe
Company’swebsite.
Asexplainedbelow,IampleasedtoreportthatTPICAPhas
continuedtoperformwellagainstourglobalandFTSE250peers,
intermsofshareholdervaluecreationandreportedresults,whilst
maintainingourleadingpositioninGlobalBroking.
2025 business performance
2025wasanotheroutstandingyearforTPICAP,astheGroup
deliveredrecordrevenueandprofitabilityforthesecondyearin
arow.Grouprevenuegrew6%inconstantcurrencyto£2.4bn,
reflectingthestrengthofourfranchiseandourabilitytoexecute
successfullyinadynamicmarketenvironment.
GlobalBrokingpostedrecordrevenuegrowthof10%onaconstant
currencybasisin2025,maintainingitsstrongmarketleadership.
Liquidnetachieved4%revenuegrowthatconstantcurrency,
againstastrong2024comparator,supportedbycontinued
diversificationacrossequitiesandmulti-assetagencybrokerage,
withgrowthmomentuminAPAC.
Followingstronggrowthtotalling22%across2022to2024,Energy
&Commoditiesrevenuedeclined2%intheyear,althoughweare
strengtheningthedivisionforfutureperformance,withtargeted
brokerhires.ParametaSolutionsdelivered5%revenuegrowthfor
theyear,reflectingplannedmanagementactionduringtheperiod
tooptimisethesalesorganisationandpricingstrategy.
WeachievedanadjustedEBITof£348m,up10%inconstant
currency,drivenprincipallybystronggrowthinourGlobalBroking
businessandLiquidnet.
Thisperformancedemonstratesthestrengthofourdiversified
businessmodelandistestamenttothestrategicprogressthathas
beenmade.Ourcontinuedfocusoncapitaldisciplinewillenableus
todelivermorevaluetoshareholdersthroughanenhancedfinal
dividendpaymentof11.6pandasharebuybackof£80m.
Executive Director remuneration outcomes in 2025
2025 Annual bonus targets
Theannualbonusplanfor2025wasassessedagainsttwo
measures:adjustedoperatingprofit(‘EBIT’)(70%)andExecutive
Directorperformanceagainstindividualstrategicobjectives(30%).
For2025,profittargetsweresetbyreferencetoapercentage
growthinadjustedoperatingprofitonaconstantcurrencybasis
(pre-FXgainsandlosses).Usingaconstantcurrencybasisavoids
theoutcomesbeingdistortedpositivelyornegativelybyforeign
exchangemovements.Withover60%ofrevenuesdenominated
inUSDollarssuchmovementscanhaveasignificantimpacton
reportednumbersbutarenotdrivenbymanagement.
Thetargetadjustedoperatingprofit(pre-FX)for2025wassetat
£335m.Jawswerethenestablishedaroundthisleveltodetermine
thresholdandmaximumtargets.TheadjustedEBIT(pre-FXgains/
losses)targetformaximumpayoutrepresented+10.8%growthon
theprioryearoutcome.AttheprevailingFXratewhenthesegrowth
targetswereset,thetargetadjustedEBIT(pre-FX)formaximum
bonuspayouttranslatedto£362m.Thiscomparedwithaconsensus
expectationforadjustedEBITatthetimeofc£345m.Inthecontext
oftheinternalbudgetandexternalanalysts’forecastsatthestart
oftheyear,theCommitteewasthereforesatisfiedthattheEBIT
targetswhichdetermine70%oftheannualbonusawardwere
sufficientlystretching.
TheCommitteealsoundertookarigorousassessmentofeach
ExecutiveDirector’sperformanceagainstarangeofstrategic
objectivesconsideredtobecriticaltotheongoingdeliveryofthe
GroupstrategyofDiversification,TransformationandDynamic
capitalmanagement.DetailsoftheCommittee’sassessment
againsttheseobjectivescanbefoundonpages114to116.
2025 Annual bonus outcomes
Takingintoaccounttheoutstandingfinancialresultsandthe
ExecutiveDirectors’continuedstrongdeliveryagainsttheir
strategicobjectives,theoverallbonusoutcomesasapercentage
ofmaximumwere87%fortheCEO,87%fortheCFOand85.5%
fortheGGC.Thiscompareswiththe2024outturnsof94.5%to96%
fortheExecutiveDirectors.
Whenconsideringbonuspayoutlevels,theCommitteelooked
beyondtheformulaicoutcomesoftheannualbonusscorecardto
considerthewidershareholderexperience.Inlightoftherobust
Grouprevenueandrecordprofitperformance,continuedcost
managementdisciplineandanupliftindividendpayments,
the outcomes were considered appropriate.
2025 Annual bonus deferral rate and shareholding requirements
AstheExecutiveDirectorshavemetthehigherminimum
shareholdingrequirementssetunderthenewPolicy,of400%for
theCEOand300%fortheotherExecutiveDirectors,aspresented
onpage120,theCommitteehasuseditsdiscretionunderthePolicy
toreducethedeferralrateonthe2025annualbonusawardsfrom
50%to25%.Assuch,25%oftheannualbonuswillbedeferredinto
Companysharesforaperiodofthreeyears,withpro-ratavesting,
andtheremainderofthebonuswillbepaidincash.Thecashbonus
anddeferredsharesaresubjecttomalusandclawbackprovisions
foraperiodofthreeyearsfromaward.Fulldetailsofthebonus
targetsandoutcomesaresetoutonpages113to117.
TP ICAP GROUP PLC Annual Report and Accounts 2025103
Governance
Report of the Remuneration Committee continued
2023 RSP vesting outcome
The2023RSPwasawardedinMarch2023.TheRSPawardvests
threeyearsafterthedateofgrantsubjecttotheCommittee’s
assessmentofarobustperformanceunderpinthatisassessedover
thethree-yearperiod.Aftervesting,theRSPawardisthensubject
toanadditionalholdingperiodoftwoyears.
AnimportantfeatureoftheRSPisthatindividualandfirm-wide
performanceovertheprioryearisassessedandappropriately
reflectedintheawardsizeaspartofa‘pre-granttest’.Anassessment
oftheRSPunderpinthentakesplacepriortovestingtoensurethat
performanceovertheplancyclehasbeensustainableandinline
with the shareholder experience.
TheCommitteeregularlytracksanddocumentsprogressagainst
theunderpinoverthethree-yearplancycle.FortheMarch2023RSP
award,theunderpinassessmentperiodendedon31December2025.
InlinewithourPolicy,theCommitteeconsideredthefollowing
financialandnon-financialfactorswhendeterminingtheoutcome
fortheaward:
> Abovethresholdperformancelevelshavebeenachievedineach
ofthelastthreeyearsfortheannualbonusplan.
> TheunderlyingfinancialperformanceoftheGroupoverthe
three-yearassessmentperiodhasbeenstrongasevidencedby
i)revenuegrowthof+3%in2023,+5%in2024and+6%in2025
(atconstantcurrency);ii)averagecashconversionof113%;
iii)maintenanceoftheGroup’sdividendpolicyattwotimes
adjustedearnings;and,iv)UpperquartileTSRperformancewhen
comparedwiththeFTSE250Index.
> ThesuccessfuldeliveryoftheGroup’sstrategicobjectivesoverthe
period,includingcontinueddiversification,transformationthrough
operationalexcellence,anddynamiccapitalmanagementand
focus on shareholder returns.
Inlightoftheseachievements,theCommitteewassatisfiedthat
avestingoutcomeof100%wasafairreflectionofunderlying
Companyperformanceovertheperiod.The2023RSPaward
thereforevestedinfullinMarch2026onthethirdanniversary
ofgrant.Theawardwillbesubjecttoatwo-yearholdingperiod.
FurtherdetailsontheCommittee’sassessmentoftheunderpin
aresetoutonpages117to118.
2025 RSP grant
Inlinewithhistoricpractice,wegrantedRSPawardsattheend
ofMarch2025undertheoldPolicymaximumlimitsforExecutive
Directorsof125%ofbasesalary.Asexplainedinlastyear’sreport,
furthertotheapprovalofthenewDirectors’RemunerationPolicy
attheMay2025AGM,whichpermittedanincreaseintheRSP
awardopportunity,andtheapprovalofthenewExecutiveShare
Plan(‘ESP’),theCommitteegrantedadditionalawardson30May
2025underthenewESP.Theseweregrantedtoaligntotherevised
maximumlimitsforExecutiveDirectorsunderthenewPolicyof
200%ofsalaryfortheCEO,and150%ofsalaryfortheother
ExecutiveDirectors.Thevalueofthetop-upawardsatgrant
thereforerepresented75%ofbasesalaryfortheCEOand25%
ofbasesalaryfortheotherExecutiveDirectors.
AwardsgrantedundertheESPforExecutiveDirectorswilloperate
exactlythesameashistoricawardsgrantedundertheRSPplanit
replacedi.e.annualawardsofconditionalsharesornilcostoptions,
whichvestafterathree-yearperiod,subjecttothesatisfactory
achievementoftheunderpin,withafurthertwo-yearholding
periodappliedaftervesting.Furtherdetailsofthe2025RSPand
ESPgrantscanbefoundonpage120.
Executive Director salaries
TheCommitteehasreviewedthebasesalariesoftheExecutive
Directorsfor2026,inlightoftheirindividualresponsibilities,
relevantmarketcomparatorsandinthecontextofsalaryincreases
fornon-brokingemployeesacrosstheGroup.
Theproposedchangesaligntoanaveragesalarybudgetincrease
fortheExecutiveDirectorsoflessthan2%,whichisbelowthe2.3%
workforceaverageincrease.
TheCEO’ssalarywillbekeptatthecurrentlevelof£800,000for
2026,despitetheprevalenceofhighersalariesamongourglobal
sector peers.
FortheCFO,inthecontextofhiscontinuedstrongperformancein
relationtothetransformationoftheFinancefunctionandongoing
contributioninrespectofsurpluscashreleaseandourshare
buybackprogramme,theCommitteedecidedtoincreasehisbase
salaryfrom£505,000to£525,000(a4%increase).
InviewoftheadditionalresponsibilityundertakenbytheGGC,
inrelationtohischairmanshipandoversightofthebusinesswhich
joinstheLiquidnetFixedIncomebusinesswiththerecentlyacquired
Neptunetradingplatform,theCommitteedeterminedthatabase
salaryincreaseof3%fortheGGCfromhiscurrentsalaryof
£485,000to£500,000wasappropriate.
TP ICAP GROUP PLC Annual Report and Accounts 2025104
Engagement with shareholders on the 2025 Policy
review, the 2025 AGM vote and subsequent approach
AttheCompany’sMay2025AGM,weweredisappointednotto
havereceivedatleast80%supportfromourshareholdersforthe
resolutionstoapproveournewDirectors’RemunerationPolicy
(78.45%)andtheTPICAPExecutiveSharePlan(70.43%).
AsweexplainedinourwebsitestatementlastNovember,priorto
theAGMweundertookanextensiveanddetailedconsultationwith
ahighproportionofourtop25shareholdersonourproposed
revisionstothePolicy.
Duringthosediscussionswithourmajorshareholders,wewere
pleasedthatalargemajorityofourshareholdersweresupportive
ofourproposals.Theyunderstoodtherationalebehindthechanges
wewereproposing,toretainandmotivateourseasonedexecutive
teamwhohavemaintainedTPICAP’sleadingpositionintheIDB
sectoranddeliveredrecordprofitability.Therewasalsoan
appreciationthatwhencomparedwithourglobalpeers,whichare
predominantlylistedintheUS,TPICAP’ssize,scale,complexityand
performancewerenotbeingreflectedappropriatelyinthe
remunerationopportunityavailabletoourExecutiveDirectors,
andinparticulartheCEO.
We were therefore pleased that not one of the top 25 shareholders
withwhomwehadengagedvotedagainstournewRemuneration
PolicyandtheExecutiveSharePlan(‘ESP’)atthe2025AGM.
Thefewlargeshareholderswhovotedagainstthetworesolutions
hadelectednottoengagewiththeCompany.Havingcommunicated
totheseshareholdersaftertheAGMtoseektheirfeedback,itwas
frustratingnottohavereceivedanyresponses.
InpreparationforourPolicyvote,wealsoengagedwiththethree
mainproxyagencies.Wereceivedpositiveaffirmationonour
approachfromtwo.ISSinitiallyexpressedsomescepticismatour
choiceofaglobalpeergroup.Onfurtherengagement,bothbefore
andafterour2025AGM,whichweweregratefulfor,therewasan
acknowledgmentofourchallengeswithoperatinginaglobal
talent marketplace and we note the expectation that we continue
toreferenceourrelativeperformanceagainstourchosenpeers.
Overall,ourengagementexperiencewaspositive.Withwiderand
moreregularconsultation,thedialoguewillimproveandthe
understandingbetweenpartieswilldeepen.
Implementation of the Policy in 2026
Asthelargemajorityofourshareholderssupportedourproposals
atthe2025AGM,theRemunerationCommitteewillcontinueto
proceedwiththeimplementationoftheDirectors’Remuneration
Policyin2026,inlinewithouroriginalproposals.
InviewoftheCompany’sleadingpositionintheIDBsector,record
profitability,continueddeliveryofshareholdervalue(seeTSRchart
below)andtheratchetingupofcompensationprogrammesamong
someofourglobalpeers,weconsiderthatitisinthebestinterests
of the Company and its shareholders to do so.
TheCommitteewillcontinuetocloselymonitorshareholderviews
onthePolicy’simplementationgoingforwards.
TP ICAP TSR performance relative to our global peers
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Oct 23
Nov 23
Dec 23
Jan 24
Feb 24
Mar 24
Apr 24
May 24
Jun 24
Jul 24
Aug 24
Sep 24
Oct 24
Nov 24
Dec 24
Jan 25
Feb 25
Mar 25
Apr 25
May 25
Jun 25
Jul 25
Aug 25
Sep 25
Oct 25
Nov 25
Dec 25
FTSE 250 Peer Group Median
Value of £100 invested on 31 December 2022
TP ICAP Peer Group Upper Quartile
50
100
150
200
250
300
TP ICAP GROUP PLC Annual Report and Accounts 2025105
Governance
Report of the Remuneration Committee continued
Wider workforce considerations
TheCommitteealsooverseesremunerationofthewideremployee
population.Duringtheyear,inlinewiththeCommittee’sdriveto
supportwideremployeeshareownership,wewerepleasedto
launchanewGlobalEmployeeSharePurchasePlaninseveral
countriesinAPACandintheUS.ThisisinadditiontotheHMRC
approvedSharesaveplanwhichwasestablishedin2021andis
offeredtoourUK-basedemployees.
SupportedbythesemeasuresandourGroupbonusdeferraland
long-termequityplans,wehaveseenasignificantincreasein
employeeequityparticipationinrecentyears.Wenowhavec20%
ofoureligibleemployeeswhoactivelyparticipateinourvoluntary
schemesandwecurrentlygrantinexcessof20millionsharesannually
toouremployees,includingbrokers,underourdiscretionaryplans.
In-flightdiscretionaryshareawardsnowaccountforc5.5%ofour
issuedsharecapital.Thisisupfromlessthan1%in2020.Insupport
ofthemanagementoftheseplans,ourEmployeeBenefitsTrustis
now one of our top ten shareholders.
Allcolleaguesareeligibleforperformance-relatedbonusawards.
Awardsfor2025forthewidercolleaguepopulationwerealigned
totheperformanceoftheGroupasawholeandreflectedbusiness
unitandindividualperformance,takingintoaccountinternaland
externalpaybenchmarks.Lookingaheadtotheimplementationof
theEUPayTransparencyDirectiveduring2026,andharnessingour
updatedjobarchitecture,wearealsoworkingtoensurethatour
paystructuresandapproachsupportgenderneutralpayoutcomes.
Inlinewithourcontinuedfocusoncostdisciplineandinthecontext
ofageneraltrendinfallinginflationrates,theCommitteeapproved
averagesalaryincreasesforsupportstaffof2.3%for2026.
Definitions used in this report
‘ExecutiveDirector’meansanyexecutivememberof
the Board.
‘Seniormanagement’meanstheglobalheadsofthefront
officebusinesses,RegionalCEOsandglobalheadsofthe
Corporate & Support functions.
‘Broker’meansfrontofficerevenuegenerators.
‘ControlFunctions’meansthoseemployeesengagedin
functionssuchasCompliance,Risk,InternalAuditandLegal.
‘RemunerationCode’meanstheSYSC19GMIFIDPRU
Remuneration Code.
‘2013Regulations’meanstheLargeandMedium-sized
CompaniesandGroups(AccountsandReports)Regulations
2013,asamendedbythe2018and2019Regulations.
Non-executive Directors’ fees
InlinewiththeapprovednewPolicyweincreasedthefeespayable
toNon-executiveDirectors(‘NEDs’)effectivefrom1January2025.
ThiswasthefirstincreaseinfeessinceJanuary2020andwas
intendedtoreflectthecontinuingincreaseinworkloadand
responsibilitiesofourNon-executiveDirectorswithinalarge,
global,complex,publiclylistedcompany.Wenotethemorerecent
clarificationbytheInvestmentAssociationofitssupportfora
portionoffeesfornon-executivedirectorstobepaidincompany
sharesatmarketrates.Weperiodicallyrefreshourbenchmarkingof
Non-executiveDirectors’feesandmayconsiderthisaspartofour
futureapproach.FurtherdetailsonNEDfeesisprovidedonpage
122.NoBoardmemberparticipatesinanydecisionsrelatingto
their own fees.
Concluding remarks
Iwouldliketotakethisopportunitytothankallofourmajor
shareholders,proxyagenciesandotherinternalandexternal
stakeholdersfortheirvaluablefeedbackonournewPolicyatlast
year’sAGM.
IhopethatyouwilljointheBoardinsupportingtheresolutionto
approvetheDirectors’RemunerationReportwhichsetsouthowwe
haveimplementedournewPolicyinitsfirstyearatourupcoming
AGMinMay2026.
Tracy Clarke
Chair
RemunerationCommittee
12March2026
TP ICAP GROUP PLC Annual Report and Accounts 2025106
Performance year Year 1 Year 2 Year 3 Year 4 Year 5
Salary
Paid in cash
Pension/
benefits
Company contributes
8% of salary
Annual bonus
Performance period
75% of bonus is
paid in cash
25% of bonus is deferred into shares –
ED shareholding requirements met
Restricted
Share Plan
Pre-grant test of
performance
Delivered in shares vesting after a 3-year period Two-year holding period applies
Remuneration at a glance
 Salary
 Pension and other benefits
 Bonus
 RSP
Executive remuneration for 2025
A summary of the single total figure of remuneration and incentive outcomes is included below. For further information see pages 112 to 118.
2025 single figure outcome
Group Chief
Financial Officer
Robin Stewart
Group Chief
Executive Officer
Nicolas Breteau
Group General
Counsel
Philip Price
Delivery of remuneration
 Adjusted EBIT
 Strategic performance
Total bonus outcome
2025 bonus outcome
Outcome
Maximum
85.5%–87%
100%
63% 22.5%–24%
70% 30%
2023–2025 Restricted Share Plan – underpin assessment
Assessment
Factors considered when assessing the RSP underpin
2023 2024 2025
Threshold performance levels achieved for the annual bonus Yes Yes Yes
Reported revenue for the 3-year assessment period £2,191m £2,253m £2,353m
Profitability: Group Adjusted EBIT £300m £324m £348m
Relative TSR¹ Upper quartile
Adherence to dividend policy to maintain dividend cover of 2x
adjusted post-tax earnings
2x adjusted post-tax earnings
Performance against strategic priorities designed to promote the
long-term success of the Group
Consideration of operating model improvements,
building on the Group’s competitive advantage,
digital and technology improvements,
focus on ESG, employee satisfaction and
the management of risk.
Total RSP vesting outcome 100%
1 Data source: Alvarez & Marsal. Relative TSR performance measured against the FTSE 250 Index. The FTSE 250 comparator group excludes real estate companies and
investment trusts.
Financial
Strategic
Malus will apply up to the point of award settlement and clawback will apply to awards up to three years following settlement.
£4.59m £2.40m £2.35m
TP ICAP GROUP PLC Annual Report and Accounts 2025107
Governance
Strategic rationale: the link between our strategic priorities,
key performance indicators and our incentive plans
Linking pay to performance: key performance indicators
The performance KPIs in the variable incentive arrangements for 2025 were chosen because they support the delivery of the Group
strategy and are critical to ensuring a transparent link between executive remuneration, business performance and alignment to the
interests of our key stakeholder groups, as shown in the chart below.
Alignment of key performance indicators to strategy and stakeholders
TP ICAP goals
Annual bonus
measure and
RSP underpin
consideration
Link to
strategic
objectives
Further detail on the KPIs
and alignment to strategy
Alignment to
stakeholder
groups
Financial
Adjusted
operating
profit
A measure of the annual performance of the Group and
a key factor that reflects the delivery of our strategic
pillars of Diversification, Transformation and Dynamic
capital management.
Revenue
A key focus for the Group is revenue growth and diversifying
our product portfolio which in turn creates sustainable value
for our shareholders.
TSR performance
TSR performance is an important metric in our delivery
of shareholder returns and delivering against our
strategic priorities.
Cash generation
Cash generation is an important measure of Dynamic capital
management. We are committed to releasing more cash for
ongoing business investment, including targeted M&A, where
appropriate, debt reduction and further capital returns.
Adherence to
dividend policy
The Group’s dividend policy is to pay half of the adjusted
post-tax profits for the year to shareholders. This is important
in the context of managing the Group’s cash through revenue
growth, capital optimisation and operational efficiencies.
Non-financial KPIs
Strategic objectives
Includes the Group’s non-financial key performance indicators,
including (but not limited to), operating model improvements,
building on the Group’s competitive advantage, digital
and technological improvements, focus on ESG (including
sustainability), employee satisfaction and the management
of risk and operational excellence. These measures are crucial
in delivering sustainable shareholder returns.
 Annual bonus  Clients  Communities and environment  Suppliers and business partners
 RSP  Employees  Shareholders  Regulators
Annual bonus Restricted Share Plan underpin
Adjusted
EBIT
TSR
performance
Revenue
Adherence
to dividend
policy
Strategic
objectives
Strategic
objectives
Profitability
Cash
generation
Transformation
Technology-led
transformation
and operational
excellence.
Dynamic capital
management
Capital allocation
supporting investment
and returns.
Diversification
Expanding and
enhancing our
offering across clients,
products, and regions.
Our vision
To be the world’s most
trusted and innovative
specialist in liquidity and
data solutions.
Our strategy
Remuneration at a glance continued
TP ICAP GROUP PLC Annual Report and Accounts 2025108
Directors’ Remuneration Policy summary
This section of the Report summarises the Directors’ Remuneration Policy which was approved by shareholders at the 2025 AGM
(the ‘new Policy’).
The full version of the new Policy can be found on pages 120 to 128 of the 2024 Annual Report which is available to view on the
Company’s website.
Background
The Directors’ Remuneration Policy is designed to attract, retain and incentivise the Executive Directors to deliver the Group’s strategic
objectives in order to promote the long-term sustainable success of the Company and to continue to create value for our shareholders.
While the Committee did not directly engage with the workforce on executive pay matters, employees are able to raise any comments
or questions as part of the regular employee engagement sessions with NEDs, through engagement surveys or through theemployee
networks. On page 111, we explain how the Directors’ Remuneration Policy differs to the wider Company pay policy.
Remuneration Policy and practices in the context of the UK Corporate Governance Code 2018
The Company’s Remuneration Policy is designed to attract, motivate and retain employees with the necessary skills and experience
to deliver the Company strategy and to achieve the Group’s objectives. The key drivers of our Remuneration Policy are:
Alignment to culture > To align the interests of the Executive Directors with the long-term interests of shareholders and the strategic
objectives of the Group;
> To include incentives that are aligned with and support the Group’s business strategy and align executives
to the creation of long-term shareholder value;
> To reinforce a strong performance culture across a range of performance metrics, including behaviours,
risk management, customer outcomes and the development of the Group’s culture in line with our values over
the short and long term; and
> To align management and shareholder interests through building material share ownership over time.
Clarity > To clearly communicate our Directors’ Remuneration Policy and reward outcomes to stakeholders; and
> The Committee adopts a transparent approach to pay, by engaging regularly with the Executive Directors,
shareholders and their representative bodies to explain the approach to executive pay and how this aligns
with TP ICAP’s strategy.
Simplicity > To ensure that our Directors’ Remuneration Policy is clear and easily understood.
Risk > To provide a balanced package between fixed and variable pay, and long and short-term elements, to align
with the Group strategic goals and time horizons while encouraging prudent risk management;
> To ensure reward processes and policies are compliant with applicable regulations, legislation and market
practice, and are operated within the bounds of the Board’s risk appetite; and
> There are appropriate measures in place to ensure alignment with shareholder interests, including
shareholding requirement, post-vesting holding period, mandatory deferral of bonus into shares and malus
and clawback provisions.
Predictability > To set robust and stretching performance targets that reward exceptional performance; and
> To set remuneration within the limits established under the Directors’ Remuneration Policy.
Proportionality > To attract, retain and motivate the Executive Directors and senior employees by providing total reward
opportunities which, subject to individual and Group performance, are competitive within our defined
markets in terms of both quantum and structure for the responsibilities of the role;
> To ensure that remuneration practices are consistent with and encourage the principles of equality, inclusion
and diversity;
> To consider wider employee pay when determining that of our Executive Directors; and
> To align management and shareholder interests.
Further information on risk management
The Remuneration Committee considers the relationship between incentives and risk when approving both the Remuneration Policy for
Directors as well as the Remuneration Policy that applies to employees throughout the Group. Details of the Group’s key risks and risk
management are set out in the Strategic report on pages 50 to 54.
The majority of transactions are brokered on a Name Passing basis where the business is not a counterparty to a trade. Commissions
earned on broking activities are received monthly in cash. The Name Passing business does not take any trading risk and does not hold
principal trading positions. This business only holds financial instruments for identified buyers and sellers in matching trades which are
generally settled within one to three days. The Matched Principal business is exposed to counterparty credit risk as the business is the
counterparty to both the buyer and seller and therefore bears the risk of counterparty default during the period between execution and
settlement of the trade. The business does not have valuation issues in measuring its profits.
The Company’s Remuneration Policy reflects the risk profile of the Group, is consistent with and promotes sound and effective risk
management and does not encourage excessive risk taking.
The Company’s Remuneration Policy is consistent with the measures set out in the Group’s compliance manuals relating to conflicts of
interest. The Company’s policy is to ensure that variable remuneration is not paid through vehicles or methods that facilitate avoidance
of the Remuneration Code.
TP ICAP GROUP PLC Annual Report and Accounts 2025109
Governance
Policy summary for Executive Directors and implementation for 2026
The table below sets out a summary of our Policy for Executive Directors, approved by shareholders at the AGM in 2025, andour proposed
implementation for 2026.
Elements Summary of Policy Summary of implementation for 2026
Base salary Reviewed annually to ensure salaries are not
significantly out of line with the market. Salary
increases normally take effect on 1st January
each year.
Base salary levels effective from 1 January 2026:
> Nicolas Breteau £800,000 (0% increase)
> Robin Stewart £525,000 (4% increase)
> Philip Price £500,000 (3.1% increase)
Benefits and pension Benefits: Participation in schemes available to
all UK non-broking employees such as the
Group’s medical cover, life assurance and income
protection schemes.
Pension: In line with arrangements for UK
non-broking employees.
No change. Benefits and pension provision will be
in line with the wider workforce, defined as UK
non-broking employees.
Annual discretionary bonus Annual assessment of performance against
financial and strategic objectives. Maximum
performance delivers:
> CEO: 300% of salary
> CFO/GGC: 200% of salary
Deferral: Where an Executive Director has not yet
met their minimum shareholding requirement, the
deferral rate is 50% of annual bonus.
Where the shareholding requirement has been met,
the Committee will have the flexibility to reduce the
annual bonus deferral rate from 50% to a minimum
deferral rate of 25%. Awards are subject to malus
and clawback.
Maximum opportunity for CEO 300%,
CFO/GGC 200%.
Measures: The following performance measures
and weightings will apply to the 2026 bonus
(unchanged from the prior year):
> Adjusted operating profit 70%
> Strategic objectives 30%
Long Term Incentive Award Restricted Share Awards granted under the new
Executive Share Plan (‘ESP’).
Prior to the grant of an award, the Committee
will consider individual, business unit and firm
performance over the previous year as part of
a pre-grant test.
Annual awards of conditional shares or nil cost
share options, vesting after a three-year period.
Awards are subject to the Committee’s assessment
of an underpin.
A two-year holding period applies after vesting.
Awards are subject to malus and clawback provisions.
Maximum annual grant of 200% of base salary for
the CEO and 150% of base salary for the CFO/GGC.
No change. The awards granted in March 2026
are as follows:
> CEO: 200% of salary
> CFO/GGC: 150% of salary
Restricted Share Awards will be granted,
following a pre-grant test, as conditional share
awards which will vest subject to the assessment
of an underpin which remains unchanged from
prior years.
A two-year holding period applies after vesting.
Awards are subject to malus and clawback
provisions.
Minimum shareholding
requirements in employment
and post employment
Executive Directors must hold a minimum number of
the Company’s ordinary shares equivalent to 400%
of base salary in respect of the CEO and 300% of
base salary for all other Executive Directors built
over a five-year period.
Post employment, Executive Directors will be
expected to retain the lower of:
i) shares equal to their in-role requirement (400%
of salary for CEO and 300% of salary for other
Executive Directors); or
ii) the actual shareholding on departure, if lower,
until two years following cessation of
employment.
No change. The minimum shareholding
requirement will be as follows:
> CEO: 400% of salary
> CFO/GGC: 300% of salary
Directors’ Remuneration Policy summary continued
TP ICAP GROUP PLC Annual Report and Accounts 2025110
Incentive plans
Performance targets are set by the Committee to be both stretching
and achievable, taking into account the Group’s strategic priorities
and market conditions. The performance measures for the annual
bonus are chosen to support the Group’s strategic priorities.
The Restricted Share Awards under the Executive Share Plan are the
primary form of long-term incentive for the Executive Directors.
Malus and clawback
All annual bonus and Restricted Share Awards are subject to the
Group’s Malus and Clawback Policy. Malus is applied to awards
up to the point of settlement and Clawback may be applied up to
three years from the date on which awards have been settled.
Malus or clawback may be applied where there is:
> a material misstatement in the published results of TP ICAP or the
results of any Group company;
> a serious financial irregularity in relation to any Group company;
> a material misstatement of TP ICAP’s financial performance;
> a material error of calculation of any performance condition
(including on account of inaccurate or misleading information);
> an event which has caused, or is reasonably likely to cause,
material reputational damage to any Group company;
> a material failure of risk management; or
> the individual having been guilty of serious misconduct (including
reckless, negligent or wrongful actions) injurious to the business,
reputation or integrity of the Group.
Remuneration Committee discretion
The Committee, consistent with market practice, retains discretion
over a number of areas relating to the operation of the Policy.
These include, but are not limited to, the following:
> the timing of awards or payments;
> the size of awards (within the limits set out in the Policy);
> the selection and weighting of performance metrics;
> the assessment of performance outcomes and determination
of bonus payments or vesting levels;
> in exceptional circumstances, determining that a share-based
award shall be settled (in full or in part) in cash;
> the treatment of awards in the event of a change of control,
restructuring, acquisition, or sale/float of part of the business;
> determination of leaver status, and treatment of awards for
leavers and joiners (subject to the principles set out in the Policy);
> whether, and to what extent, malus and/or clawback
should apply;
> adjustments required in exceptional circumstances such as rights
issues, corporate restructuring, or special dividends;
> adjustments to performance criteria where there are exceptional
events; and
> the size of annual salary increases, subject to the principles set
out in the Policy table.
Policy on Directors’ remuneration compared with
employees generally
The Committee has oversight of pay policies below Board level and
these policies are taken into account when setting the Directors’
Remuneration Policy. As a general rule, the same principles are
applied to Directors’ fixed remuneration, pension contributions
and benefits as are applied to employees throughout the Group.
A competitive level of fixed remuneration is paid to all employees
taking into account their responsibilities and experience. Pension
and benefits are provided to all employees.
There are a number of different bonus schemes in operation
throughout the Group for brokers and other employees.
Brokers’ bonus schemes are described below; all other bonuses are
generally discretionary. Brokers earning above a certain threshold
are generally required to defer a portion of their bonus into
Company shares.
In addition, other employees who earn bonuses above a specific
threshold are also required to defer a portion of their bonus into
Company shares. For individuals identified as Material Risk Takers
(‘MRTs’), deferral, payment in instruments requirements, a post-
vesting retention period and malus and clawback are applied,
where applicable and in line with the regulatory requirements.
Deferred bonus awards are subject to malus and clawback in line
with the Executive Directors.
Throughout the annual discretionary bonus review cycle, the
Control Function Heads (Compliance and Risk) are consulted and
review year-end outcomes to ensure these are appropriate taking
into account any risk events or breaches that have occurred during
the year. Subject to the discretion of the Executive Directors and the
Remuneration Committee for regulated staff, variable pay awards
may be risk-adjusted in certain circumstances.
Remuneration Policy for brokers
The Remuneration Policy for brokers is based on the principle that
remuneration is directly linked to financial performance, generally
at a desk/team level, and is calculated in accordance with formulae
set out in the contracts of employment. These formulae take into
account the fixed costs of the brokers; variable remuneration
payments are therefore based on the profits that the brokers
generate for the business together with an assessment of individual
performance including conduct and behaviours. Typically, brokers
receive a fixed salary paid regularly throughout the year, with a
significant portion of variable remuneration dependent on their
revenue performance and conduct. Deferral is applied where the
individual’s variable pay is above a certain threshold.
Remuneration Policy for Control Functions
The Company’s Remuneration Policy for Control Function staff is
that remuneration should be adequate to attract qualified and
experienced employees. Remuneration for Control Function staff is
set in accordance with the achievement of their objectives linked to
the functions they control and is independent of the performance
of the business areas they support. Employees in such functions
report through an organisational structure that is separate and
independent from the business units they oversee. Heads of Control
Functions are designated as MRTs and accordingly their remuneration
is reviewed by the relevant Remuneration Committee as part of the
annual review of MRT pay.
TP ICAP GROUP PLC Annual Report and Accounts 2025111
Governance
Annual Report on Remuneration
This part of the Directors’ Remuneration Report explains how we have implemented our Remuneration Policy during the year. The Annual
Statement made by the Remuneration Committee Chair on pages 102 to 106 and this Annual Report on Remuneration are subject to an
advisory shareholder vote at the forthcoming AGM. Information in this report is audited where stated.
2025 Single figure outcome (audited)
The single total figure of remuneration for the Executive Directors who held office during the year ended 31 December 2025 was as follows:
Total fixed
remuneration
Short-term incentives
Long-term
incentives
vested⁴
,
⁵
Total variable
remuneration⁶
Single total
figure of
remuneration
Executive Directors
£’000 Salaries¹
Taxable
benefits² Pension³ Cash Deferred Total
Nicolas Breteau
2025 800 24 40 864 1,566 522 2,088 1,636 3,724 4,588
2024 800 24 6 830 960 960 1,920 2,340 4,260 5,089
Robin Stewart
2025 505 19 26 550 659 220 879 969 1,848 2,398
2024 475 19 6 500 454 454 908 1,385 2,293 2,793
Philip Price
2025 485 19 23 527 622 207 829 990 1,819 2,345
2024 480 19 – 499 454 454 908 1,413 2,321 2,820
1 Base salary was effective from 1 January 2025.
2 Taxable benefits represent private medical insurance and an Electric Vehicle car allowance. All UK employees are eligible to participate in an Electric Vehicle leasing
scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost.
3 No Directors have a prospective entitlement to a DB pension. From 1 June 2025, the Company increased its pension contribution to 8% of full basic salary and introduced
a higher income earners category for employees earning over £200,000. This category provides an annual pension contribution aligned with the minimum tapered Annual
Allowance, along with a variable cash allowance. Where contributions are limited by the Annual Allowance, an additional cash allowance is based on a calculation of 8%
of full basic salary minus the employer pension contribution of £555.56 per month. This applies to N Breteau and R Stewart. Employees with fixed protection, such as P Price,
opted to receive the full 8% as a cash allowance.
4 The 2022 RSP award was granted on 25 May 2022 at a share price of £1.22. The underpin assessment period ended on 31 December 2024 and the award vested on 25 May 2025.
The share price used to calculate the value of the RSP award in the single figure for 2024 was £2.48, which was the average share price during the three-month period to
31 December 2024. The actual share price at vesting was £2.61. The additional value attributable to the higher share price at vesting for each Executive Director plus the
final dividend paid on 23 May 2025 which was not included in the single figure in 2024, is £187,588 for N Breteau, £111,052 for R Stewart and £113,303 for P Price.
5 The 2023 RSP award was granted on 31 March 2023 at a share price of £1.795. The underpin assessment period ended on 31 December 2025. The RSP value has been
computed based on a share price of £2.55, the average share price during the three-month period to 31 December 2025, which represents a 42% increase on the share price
at grant. The additional value attributable to the higher share price for each Executive Director is £413,735 for N Breteau, £245,079 for R Stewart and £250,347 for P Price.
The RSP award will vest on 31 March 2026. See pages 117 to 118 for details of the RSP underpin assessment.
6 No circumstances have arisen which would require the Committee to apply malus and clawback provisions to variable remuneration.
Base salary
For 2026, the Executive Directors’ base salaries have been reviewed and, as set out in the Chair’s letter on page 104, the following
increases will apply:
Executive Date of appointment 2025 base salary¹
Base salary effective from
1 January 2026
Nicolas Breteau 10 July 2018 £800,000 £800,000
Robin Stewart 10 July 2018 £505,000 £525,000
Philip Price 3 September 2018 £485,000 £500,000
1 Base salary was effective from 1 January 2025.
TP ICAP GROUP PLC Annual Report and Accounts 2025112
2025 annual bonus
For 2025, the annual bonus was based 70% on financial performance and 30% on strategic performance, with a maximum opportunity
of 300% of base salary for the CEO and 200% of base salary for the CFO/GGC. Details of the 2025 financial measures and weightings,
the targets set and performance against these targets are provided in the table below:
Financial performance measure Weighting
Threshold
performance target
(25% of maximum)
Target
performance target
(50% of maximum)
Maximum
performance target
(100% of maximum)
Actual
performance
achieved
Weighted payout
(% of maximum
total bonus)
Adjusted operating profit
(pre-FX gains/losses) 70% £305m £331m £357m £352m 63.0%
Strategic performance
30%
Strategic objectives, along with the corresponding
performance assessment, as set out in pages 114 to 116. 22.5%–24.0% 22.5%–24.0%
Total bonus outcomes 85.5%–87.0%
Financial targets
When setting the financial targets for the annual bonus, the Remuneration Committee considered a range of factors to ensure that they
were both appropriate, in light of the Group’s historical performance, and sufficiently stretching, in the context of global economic and
market conditions, whilst at the same time being motivational for the Executive Directors.
The profit targets were set on the basis of a percentage growth in adjusted operating profit (pre-FX gains/losses) on a constant currency
basis. Using a constant currency basis avoids the outcomes being distorted positively or negatively by foreign exchange movements which
can have a significant impact on the reported numbers but are not driven by management.
The targets were set at the beginning of the year taking into account both the internal budget and external analysts’ forecasts. In reviewing
and approving the targets, the Committee considered the market environment and growth expectations for key business divisions.
At the time the 2025 bonus targets were set in Q1 2025, the 2024 adjusted EBIT outcome (pre-FX gains/losses) of £329m, as reported in the
2024 Annual Report, when translated at the prevailing 2025 exchange rates was £326m. The on-target adjusted EBIT was then set at
£335m, 2.8% higher than the 2024 outcome, with 8% jaws set around this baseline for threshold and maximum target levels for adjusted
EBIT (pre-FX). At FX rates prevailing for the whole of 2025, this on-target number translates to £331m.
When considering targets, the budget expectation and market consensus were anticipating adjusted EBIT to grow at around 6%. In setting
the stretch growth target for adjusted EBIT (pre-FX gains/losses) at 8%, based on a target level for adjusted EBIT (pre-FX) that was higher
than the 2024 outcome, the Committee was satisfied that this was sufficiently stretching and significantly in excess of what the business or
the market were expecting. When comparing the disclosed annual bonus targets at target and maximum in the 2024 report vs 2025 the
above targets represent an increase of 11% at target and 11% at stretch in comparison to 2024.
Supported by a strong performance in the Global Broking business, the Committee was therefore pleased with the actual performance
achieved for the period of £352m adjusted EBIT (pre-FX gains/losses), representing a second consecutive year of record profitability for the
Group. The payout on this element of the bonus was 90% of the opportunity, compared with 100% in the prior year.
Strategic objectives
Executive Director bonus awards are also determined 30% based on their performance against the delivery of objectives which are
critical to the delivery of the Company strategy and supporting functional objectives, including but not limited to Diversification,
Transformation and Dynamic capital management, regulatory compliance and risk management and ESG criteria. The achievements
of the Executive Directors against these strategic objectives were rigorously assessed by the Committee and the outcomes are set out on
the following pages.
Annual bonus outcome
When determining the overall bonus awards for each Executive Director, the Committee considered the Executive Directors’ continued
focus on the delivery of the corporate strategy, to transform and diversify the business, and to deliver value to shareholders, most notably
through an £80m share buyback programme and the 4% increase in the full-year 2025 dividend to 16.8 pence per share.
Taking all of these factors into account the Committee was comfortable that the bonus payout level of between 85.5% and 87% reflected
the continued high impact contribution of the Executive Directors.
TP ICAP GROUP PLC Annual Report and Accounts 2025113
Governance
Executive Directors’ 2025 strategic objectives
Details of the 2025 strategic objectives for each Executive Director, along with the corresponding performance assessment, are set out in
the following tables:
Nicolas Breteau
CEO strategic objectives Weighting¹ Score Assessment of performance
Business growth 5% 4% > CEO delivered a second year of record results with Group revenue up 6%
2
building on last
year’s strong performance. Group adjusted EBIT increased 10% to £348m, to set a new
record for the Group.
> Global Broking delivered record revenue growth of 10% and maintained our strong
market leadership supported by an 8% increase in broker productivity.
> Liquidnet achieved 4% revenue growth against a strong 2024 comparator, supported by
continued diversification across equities and multi-asset agency brokerage, with growth
momentum in APAC.
> Parameta Solutions delivered 5% revenue growth for the year, reflecting planned
management action during the period to optimise the sales organisation and
pricing strategy.
> Following strong growth totalling 22% across 2022 to 2024, Energy & Commodities’
revenues declined by 2% but our broker hiring strategy is expected to shore up
future growth.
Transformation and
diversification
5% 4% > Electronification across the business continues to advance, with hybrid and electronic
revenue in Global Broking growing 7% over the last two years.
> Cloud modernisation programme continues at pace, with 70% of our technology stack
now on AWS and on track to exceed 80% this year.
> AWS partnership is further accelerating delivery, with generative AI tools lifting
engineering output and our AI & Innovation Lab introducing practical AI solutions, such
as targeted broker-support tools and employee AI agents.
> The partnership is also driving the next generation of our Fusion platform.
> The Group continues to diversify across platforms, products and regions, with each
division contributing to that momentum.
> Reduced Scope 1 and 2 GHG emissions by a further 10% during 2025 and on track to
achieve our target of operational carbon neutrality by the end of 2026. Awarded ‘AAA’
rating by MSCI, up from ‘AA’ in 2024, in recognition of our management of ESG issues.
Efficiency 5% 4% > £35m of annualised savings already under our transformation programme, £10m ahead
of plan. On track to deliver at least £50 million of annualised savings by 2027.
> Legal entity simplification during 2025 has released £50m of cash, eliminating six
entities and completing targeted structural changes and capital optimisation actions.
Deliver shareholder
value recognition
5% 3.5% > Our dynamic capital management strategy continues to reap benefits. We have
delivered or announced almost £600m in dividends and buybacks in the last three years.
> Further to the £150m programme of share buybacks which has already been announced,
we are in a position to launch a further buyback of £80m.
> The Group’s dividend policy is to pay half of the adjusted post-tax profit for the year
to shareholders. In line with this policy, the Board has recommended a final dividend
payment for 2025 of 11.6 pence per share, taking the dividend for the year to 16.8 pence
which is 4% ahead of 2024.
> There has however, been less progress on the Parameta listing, noting that the context
to achieve a successful listing remains challenging.
Deliver our people
strategy, with a focus
on developing our
talent pool
5% 4% > Building on the progress made in strengthening the senior leadership team in the last few
years, work continues to bolster the talent pool at the level below, recruiting key talent to
lead our European operations and our broking credit business.
> In addition, we have achieved our gender diversity objective, as 28% of senior managers
are now female, up from 25% in the prior year.
Remuneration Committee
discretion
5% 4.5% > In the context of a second year of record revenue and profitability, the Committee
considered that 2025 was the CEO’s best year of delivery. Since his appointment in
July 2018 the CEO has overseen a £1bn increase in shareholder value and has delivered
on all aspects of the strategy across Diversification, Transformation and Dynamic
capital management.
Total for strategic
metrics 30% 24.0%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
2 All figures in constant currency.
Annual Report on Remuneration continued
TP ICAP GROUP PLC Annual Report and Accounts 2025114
Executive Directors’ 2025 strategic objectives continued
Robin Stewart
CFO strategic objectives Weighting¹ Score Assessment of performance
Leverage the new
Finance function to
deliver operational and
business outcomes
6% 4.5% > The Finance function has undertaken a deep transformation this year. New divisional
CFOs are now in place, driving standardisation in reporting, and a more business-focused
budgeting and forecasting process.
> The appointment of Global Process Owners across the Finance function is driving
consistency and reaping efficiency gains.
Oversee the delivery of
financial and operational
efficiencies
5% 4% > Group Finance continues to take a leading role in delivering our ambitious Group-wide
three-year programme to release surplus cash through legal entity consolidations, and
a range of operational efficiency initiatives.
> Legal Entity Rationalisation project has almost achieved its initial £50m target, with
a planned delivery in excess of £70m.
> £35m of annualised savings have already been achieved, £10m ahead of plan, and we
are on track to deliver at least £50m of annualised savings by 2027.
> The Finance function’s critical role in the tracking of saves, and the reporting and delivery
of cash releases, have been key to the success of the programme so far.
> The function itself is on track to achieve efficiency savings of at least £1m.
Support the firm’s
strategic initiatives
to achieve success
5% 4.5% > Outstanding performance against the delivery of the firms’ strategic initiatives, including
engaging with the investor community and supporting roadshows as appropriate.
> The CFO has been a key driver in the three-year transformational programme for
the Group.
Further develop the firm’s
capital and liquidity
management
5% 4.5% > Successfully implemented an FX hedging strategy, reducing P&L volatility in the
balance sheet.
> Improved yield on cash balances, delivering the best net finance outcome for the Group
– net finance costs reduced by 8% versus prior year.
> Refinanced the 2026 bond at the lowest spread over gilts in the Group’s history
(1.75% over reference rate).
> Managed £150m programme of share buybacks with a further £80m announced for
2026. In total, we have delivered or announced almost £600m of dividends and share
buybacks in the last three years.
Embed the major
regulatory ESG
requirements across
TP ICAP
4% 3.5% > Maintained adherence to climate-related financial disclosure frameworks, embedding
climate considerations into financial and business planning.
> Fully met all our ESG commitments in 2025, in particular the new BEIS climate-related
regulatory requirements for UK entities and attaining a ‘AAA’ MSCI ESG rating in 2025,
up from a ‘AA – Leader’ last year.
Remuneration Committee
discretion
5% 3% > The Committee acknowledged the strong performance of the CFO, in particular the
success of the Group’s Dynamic capital management programme and the earlier than
expected release of trapped capital through legal entity rationalisation, which support
our ongoing delivery of value to our shareholders.
Total for strategic
metrics 30% 24%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
TP ICAP GROUP PLC Annual Report and Accounts 2025115
Governance
Executive Directors’ 2025 strategic objectives continued
Philip Price
GGC strategic objectives Weighting¹ Score Assessment of performance
Ensure Legal and
Compliance protect the
firm and deliver value
7% 4.5% > The GGC has proactively managed litigation and regulatory matters to obtain the best
outcome for the Group.
> Employee claims have been mitigated/avoided in all centres (HK, Paris, London,
New York).
> A key CFTC enforcement issue was resolved enabling the Group to release a $7.5m provision.
> External legal spend reduced by 36% when compared with 2024 with more work being
handled internally by a more experienced and skilled team. 2025 legal spend on budget.
Support the business
in delivering on our
growth strategy while
maintaining regulatory
and compliance risk
within appetite
5% 3.5% > Compliance has been pro-actively supporting business growth initiatives. The positioning
of Compliance in support of the business has improved this year, notably in Europe.
We are seeing increased ownership by the business of their regulatory compliance.
> Regulatory risks mitigated, garnering positive feedback from the UK regulator on
transaction reporting remediation.
> Non-financial misconduct remediation has also been aligned with FCA initiatives.
Continue to improve
the firms’ standing
with regulators and
policymakers to deliver
positive operational
and reputational
outcomes
5% 4% > The GGC has effectively promoted the Group’s good standing with regulators which has
improved noticeably this year, particularly in Europe.
> This was evidenced by the positive tone of the FCA’s latest Firm Evaluation letter and
encouraging feedback from the FCA on our conduct controls, resilience and governance.
> Our proactive engagement with regulators around policy and market infrastructure has
been very beneficial.
> The GGC has also contributed to improved relationships with regulators outside the
UK/EU including the CFTC, FINRA, NFA, SFC, ASIC and MAS.
Assist in the pursuit of
our strategic objectives
4% 4% > The GGC played a key role in important strategic decisions impacting the Group and
supported to good effect all strategic M&A initiatives during the year.
> The GGC took a leading role in the review of our legal entity set up as part of the
strategic plan to deliver greater operational efficiencies across the Group.
> The GGC also took on the chairmanship of the Liquidnet Fixed Income business which
is to be joined with Neptune over time, performing effectively in this new role.
Embed our ESG
practices, with a focus
on D&I
4% 3.5% > The GGC led on the delivery of all key ESG ratings and benchmarks including Women
in Finance and the Parker Review.
> The GGC was heavily engaged with Group ESG efforts; improved MyVoice survey scores
and inclusion metrics, whilst targets for women in senior leadership roles were met or
exceeded. To address women’s attrition levels, the Group commissioned a study, based
on enhanced exit surveys.
> The GGC continued to forge partnerships with National Numeracy, Alzheimer’s Research
UK and other organisations.
> The GGC demonstrated his personal commitment through the sponsorship of our Insight
Day and supporting a work experience programme with minority students at Leicester
University for the fifth year.
Remuneration
Committee discretion
5% 3% > The Committee acknowledged the achievements of the GGC in driving cultural change
throughout the Group, in particular his efforts on ESG and D&I, his contribution to the
development of the Board’s strategy and its implementation, and his critical role in the
oversight and chairmanship of our new venture in the D2C credit business.
Total for strategic
metrics 30% 22.5%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
Annual Report on Remuneration continued
TP ICAP GROUP PLC Annual Report and Accounts 2025116
Total annual bonus outcome for 2025 performance
The total bonus for each Executive Director for the year to 31 December 2025 is therefore as follows:
Measure Weighting
CEO bonus
(% max bonus)
CFO bonus
(% max bonus)
GGC bonus
(% max bonus)
Adjusted operating profit (pre-FX gains/losses) 70% 63.0% 63.0% 63.0%
Strategic performance 30% 24.0% 24.0% 22.5%
Total bonus (as a percentage of maximum) 100% 87.0% 87.0% 85.5%
Total bonus (£’000) 2,088 879 829
As all Executive Directors have met the new, higher minimum shareholding requirements under the new Policy, the Committee has
exercised its discretion to reduce the deferral rate on the annual bonus award from 50% to 25%. As such 25% of the total bonus for each
Executive Director will be awarded in Company shares and deferred over three years, vesting in equal tranches, normally subject to
continued service, in accordance with the rules of the Deferred Bonus Plan.
The Committee determined that the bonus outcome for the Executive Directors appropriately reflected the financial performance and
strategic progress that has been made during 2025.
Restricted Share Plan
RSP awarded in 2023
The 2023 RSP award was granted on 31 March 2023, following a pre-grant assessment by the Committee. The RSP award is due to vest
three years after the date of grant on 31 March 2026, subject to the Committee’s assessment of the underpin at the end of the performance
period ending 31 December 2025.
The Committee assessed the following underpin for the RSP award:
When assessing the underpin the Committee shall have regard to the Group’s financial and non-financial performance over the course
of the vesting period, and may take into account the following factors (amongst others) when determining whether to reduce the number
of shares vesting:
> Whether threshold performance levels have been achieved for the performance conditions for the annual bonus plan for each of the
three years in the vesting period;
> The underlying financial performance progression over the vesting period, considering (but not limited to) factors such as revenue,
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted
earnings dividend cover); and
> Performance against strategic priorities designed to promote the long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s competitive advantage, digital and technology improvements, focus on ESG
(including sustainability), employee satisfaction and the management of day-to-day risks.
After each completed financial year, during the three-year underpin assessment period, the Committee considered carefully and
documented progress towards achieving the underpin. Reflecting on the underlying strong financial and non-financial performance of the
Group over the three-year period, the Committee determined that the underpin has been achieved and therefore no scale back of the
award is required. The following points were considered by the Committee in arriving at this assessment:
> Above threshold performance levels have been achieved for the performance conditions for the annual bonus plan in each of the three
years during the RSP performance period;
> The Group has achieved strong financial gains in all three years of the performance period, including robust revenue growth. Reported
Adjusted EBIT grew by 9%, 8% and 7% in 2023, 2024 and 2025 respectively in reported currency terms. TSR performance has been
above upper quartile levels in comparison to the FTSE 250 during the three-year performance period. The Group has maintained its
dividend policy (2x adjusted earnings dividend cover), has achieved average cash conversion of 113%, and has delivered over £450m
in dividends and share buybacks over the three-year assessment period; and
> The Committee was satisfied that the Executive Directors had performed consistently against their strategic objectives, including
building on the Group’s core pillars of Diversification, Transformation and Dynamic capital management to deliver significant
shareholder value and operational effectiveness.
The assessment of the underpin against both financial and non-financial considerations is shown on the next page.
TP ICAP GROUP PLC Annual Report and Accounts 2025117
Governance
2023–2025 Restricted Share Plan
Assessment
Considerations for the RSP underpin
2023 2024 2025
Threshold performance levels achieved for the bonus plan for the
3 years in the performance period.
Yes Yes Yes
Revenue: reported revenue for the 3 year performance period £2,191m £2,253m £2,353m
Profitability: reported Group Adjusted EBIT for the 3 year period £300m £324m £348m
Relative TSR¹: measured against the comparator group FTSE 250
Index in the 3 year performance period
Upper quartile
Adherence to dividend policy to maintain dividend cover of 2x
adjusted post-tax earnings
2x adjusted post-tax earnings
Performance against strategic priorities designed to promote
the long-term success of the Group
Consideration of operating model improvements,
building on the Group’s competitive advantage,
digital and technology improvements, focus on
ESG, employee satisfaction and the
management of risk.
Total RSP vesting outcome 100%
1 The FTSE 250 comparator group excludes real estate companies and investment trusts.
Name Date of grant
Number
of shares granted Underpin achieved
Number
of shares vesting
Value of awards
vesting¹
(including dividend
equivalents) £’000
Nicolas Breteau 31 March 2023 546,657 Yes 546,657 1,636
Robin Stewart 31 March 2023 323,816 Yes 323,816 969
Philip Price 31 March 2023 330,779 Yes 330,779 990
1 The estimated vesting value is based on the three-month average of the closing share price to 31 December 2025 (£2.55) and includes dividend equivalents. The value will
be updated in next year’s Directors Remuneration Report to reflect the actual share price on the vesting date. Vested awards are subject to a further two-year holding period.
Performance graph
A graph depicting the Company’s TSR in comparison to other companies in the FTSE 250 Index (excluding investment trusts) in the ten
years to 31 December 2025 is shown below.
The Board believes that this index is most relevant as it comprises listed companies of a similar size.
Total shareholder return
50
75
125
100
175
150
200
Dec 25Dec 24Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15
TP ICAP FTSE 250 Index (excluding investment trusts)
Value (£) (rebased)
Source: Eikon from Refinitiv.
This graph shows the value, by 31 December 2025, of £100 invested in TP ICAP on 31 December 2015, compared with the value of £100
invested in the FTSE 250 Index (excluding investment trusts) on the same date.
FinancialStrategic
Annual Report on Remuneration continued
TP ICAP GROUP PLC Annual Report and Accounts 2025118
Chief Executive remuneration history
Year ended Name
Total
remuneration
£000
Annual bonus %
of max pay-out
LTI % of max
vesting
31 December 2025 Nicolas Breteau 4,588 87.0% 100%
31 December 2024 Nicolas Breteau⁵ 5,089 96.0% 100%
31 December 2023 Nicolas Breteau⁴ 3,279 95.5% 27.2%
31 December 2022 Nicolas Breteau 1,919 62% 0%
31 December 2021 Nicolas Breteau 1,715 54% 0%
31 December 2020 Nicolas Breteau 1,937 75.0% 0%
31 December 2019 Nicolas Breteau 2,184 94.0% 0%
31 December 2018 Nicolas Breteau¹ 757 56.6% 0%
John Phizackerley² 325 0% 0%
31 December 2017 John Phizackerley³ 1,666 88% 62%
31 December 2016 John Phizackerley 3,381 94% 74%
1 For the six-month period from 10 July 2018. Percentage represents the overall percentage score achieved on individual performance targets.
2 Total remuneration includes base salary received through to termination date of 9 July 2018.
3 2017 reflects the final LTIs paid out in 2018 relating to 2017 reduced by the forfeiture of deferred bonus relating to 2017.
4 The figure for Total remuneration is based on the updated single figure number for 2023 to reflect the actual vesting value of the 2021 LTIP which vested on
12 November 2024 at £2.54.
5 The figure for Total remuneration is based on the updated single figure number for 2024 to reflect the actual vesting value of the 2022 RSP award which vested on
25 May 2025 at £2.61.
Relative importance of spend on remuneration
The table below shows the expenditure and percentage change in overall spend on employee remuneration and dividend payments:
£m 2025 2024 % change
Employee remuneration¹ 1,485m 1,404m 6%
Shareholder dividends paid 122m 113m 8%
Share buyback² 73m 48m 52%
Total return to shareholders 195m 161m 21%
1 Employee remuneration includes employer’s social security costs, pension contributions and share-based awards.
2 Figures for 2025 and 2024 as set out in Note 30 to the Consolidated Financial Statements.
Directors’ shareholdings and share interests (audited)
The interests (all beneficial) as at 31 December 2025 in the ordinary share capital of the Company were as follows:
Director RSP shares³
Unvested
deferred bonus
shares² Shares¹
Richard Berliand – – 150,000
Nicolas Breteau 1,589,665 740,537 1,340,414
Robin Stewart 868,972 348,492 716,794
Philip Price 867,519 351,038 795,027
Tracy Clarke – – 14,000
Michael Heaney – – 91,000
Angela Crawford-Ingle – – 39,401
Mark Hemsley – – 22,000
Kath Cates – – 19,274
Amy Yip – – –
Stuart Staley – – –
1 Shares owned outright.
2 Unvested shares awarded under the Deferred Bonus Plan, not subject to performance conditions. Share vesting is governed by the rules of the Plan.
3 The RSP shares figure above is the total number of shares awarded under the RSP and ESP. The vesting of awards over shares granted under the RSP and ESP plans are
subject to the Committee’s assessment of an underpin. The 2023 RSP award was granted on 31 March 2023 and will vest on 31 March 2026, with the RSP underpin assessed
over the period 1 January 2023 to 31 December 2025. The vesting outcome for the 2023 RSP award is 100% of maximum.
The Company operates a SAYE share option scheme on the same terms for all UK employees, based on an exercise price which is set at a
20% discount to the market value at the date of grant. Nicolas Breteau is a participant in the 2023 SAYE scheme with options over shares
of 12,726. Robin Stewart and Philip Price are participants in the 2025 SAYE scheme, each with options over shares of 9,051. There has been
no change in Directors’ shareholdings between 31 December 2025 and 12 March 2026.
TP ICAP GROUP PLC Annual Report and Accounts 2025119
Governance
Shareholding requirements (audited)
Executive Directors must build a holding in minimum value of the Company’s ordinary shares equivalent to 400% of base salary in respect
of the Chief Executive Officer and 300% of base salary for all other Executive Directors. The Executive Directors have met their minimum
shareholding requirement and all Executive Directors who served during the year complied with the Company’s requirements in respect of
their interests in the shares of the Company.
Executive
Director
Number of eligible shares
as at 31 December 2025¹
Value of eligible shares held
as at 31 December 2025²
Shareholding as % of base salary
as at 31 December 2025
Shareholding requirement
(% salary)
Nicolas Breteau 1,732,898 £4,496,870 562% 400%
Robin Stewart 901,494 £2,339,377 463% 300%
Philip Price 981,077 £2,545,895 525% 300%
1 Includes all shares owned outright and all unvested deferred bonus shares not subject to performance conditions on a notional net of tax basis.
2 Based on share price of £2.595 as at 31 December 2025.
Scheme interests awarded in the year (audited)
The table below sets out scheme interests awarded to Executive Directors in the year, alongside details of the performance conditions,
vesting schedule and retention period.
Executive
Director
Date of
grant
Granted during
the year
Face value
£’000
Face value
% of salary
Performance
conditions/underpin
Vesting
date
End of retention
period
Conditional Share Awards under the RSP¹
Nicolas Breteau 31/03/25 370,727 £1,000 125%
See information
below on the
underpin
31 March 2028 31 March 2030
Robin Stewart
31/03/25 234,021 £631 125% 31 March 2028 31 March 2030
Philip Price 31/03/25 224,753 £606 125% 31 March 2028 31 March 2030
Conditional Share Awards under the ESP²
Nicolas Breteau 30/05/25 229,647 £600 75%
See information
below on the
underpin
30 May 2028 30 May 2030
Robin Stewart 30/05/25 48,321 £126 25% 30 May 2028 30 May 2030
Philip Price 30/05/25 46,407 £121 25% 30 May 2028 30 May 2030
Deferred shares awarded under the annual bonus³
Nicolas Breteau 31/03/25 355,898 £960 120%
n/a
31 March 2028 30 Sept 2028
Robin Stewart 31/03/25 168,171 £454 90% 31 March 2028 30 Sept 2028
Philip Price 31/03/25 168,161 £454 94% 31 March 2028 30 Sept 2028
1 The face value of the RSP awards was converted into a number of shares using a share price of £2.6974, being the five-day volume weighted average price up to and
including the date of grant on 31 March 2025. The performance underpin will be assessed over the three-year period from 1 January 2025 to 31 December 2027
(the ‘Restricted Period’).
2 The ESP ‘top-up’ awards were granted following the 2025 AGM approval of the new Directors’ Remuneration Policy and the new Executive Share Plan (‘ESP’). The face
value of the ESP awards was converted into a number of shares using a share price of 2.6127, being the five-day volume weighted average price up to and including the date
of grant on 30 May 2025. The performance underpin will be assessed over the three-year period from 1 January 2025 to 31 December 2027 (the ‘Restricted Period’).
3 The face value of the deferred share awards was converted into a number of shares using a share price of £2.6974, being the five-day volume weighted average price up
to and including the date of grant on the 31 March 2025. Note that the vesting date of 31 March 2028 represents the date on which the final tranche of the deferred share
awards will vest and the end of the retention period on 30 September 2028 also relates to the final tranche of the deferred share award. The face value as % of salary is
based on 2024 salaries. This is different to the RSP/ESP awards, where the face value is expressed as a % of 2025 salaries.
RSP/ESP underpin assessment
The performance underpins applicable to the above RSP and ESP awards are as follows:
The Committee shall have regard to the Group’s financial and non-financial performance over the course of the vesting period and may
take into account the following factors (among others) when determining whether to reduce the number of shares vesting:
> Whether threshold performance levels have been achieved for the annual bonus plan for each of the three years in the vesting period;
> The underlying financial performance progression over the vesting period, considering (but not limited to) such factors as revenue,
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted
earnings dividend cover); and
> Performance against strategic priorities designed to promote the long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s competitive advantage, digital and technology improvements, focus on ESG
(including sustainability), employee satisfaction and the management of day-to-day risks.
Payments for loss of office and payments to past Directors (audited)
There were no payments made for loss of office to former Executive Directors during the year.
Chief Executive pay ratio
The table on the next page, compares the 2025 single total figure of remuneration for the CEO with that of the Group’s UK employees who
are paid at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile). The CEO pay ratio increased
in 2024 due to the first vesting under the RSP award. The 2025 single total figure of remuneration for the CEO is at a similar level as that
for 2024, due to the vesting of the 2023 RSP award, which was tested over the performance period 1 January 2023 to 31 December 2025
and is due to vest in March 2026. The Group is focused on pay fairness across the workforce and the concept of offering greater certainty
in remuneration to junior and lower-paid employees in the form of proportionally higher fixed pay is consistent with the pay and reward
policies for the Group as a whole. The Remuneration Committee considers the relative stability in the median pay ratio over the last six
years to reflect the alignment of CEO and all-employee pay outcomes, albeit that the quantum of ‘at risk’ variable pay is higher for the
CEO than for the wider workforce.
Annual Report on Remuneration continued
TP ICAP GROUP PLC Annual Report and Accounts 2025120
Chief Executive pay ratio continued
Year Method
25
th
percentile
pay ratio
50
th
percentile
pay ratio
75
th
percentile
pay ratio
2025 A 69:1 38:1 20:1
2024 A 73:1 40:1 20:1
2023 A 47:1 26:1 14:1
2022 A 31:1 17:1 9:1
2021 A 29:1 16:1 8:1
2020 A 34:1 18:1 8:1
2019 A 38:1 20:1 9:1
The Committee chose to use Option A to calculate the ratio as the data were available and the approach is considered to be the most accurate.
The employee data were taken as at 31 December 2025; employee means anyone employed under a contract of service. A full-time
equivalent total was created for part-time employees and the remuneration of employees hired during the year was annualised. The
resulting list was then ranked to identify the individuals at the 25th, 50th and 75th percentiles. The CEO pay ratios were then calculated
based on these percentiles.
The table below sets out the salary and total pay and benefits for the three identified quartile point employees. As shown below, total pay
and benefits is slightly lower across all three percentiles due to a greater focus on salary spend for support staff. The movement in salary
levels is reflective of the range of compensation arrangements within the Group.
25
th
percentile 50
th
percentile 75
th
percentile
2025
Salary £52,227 £102,000 £125,000
Total pay and benefits £66,549 £120,740 £232,303
2024
Salary
£56,500 £90,000 £183,000
Total pay and benefits £67,436 £121,532 £240,691
Percentage change in Directors’ remuneration
The Committee monitors the changes year-on-year between our Directors’ pay and average employee pay. In accordance with the
Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the percentage
change in Executive Director and Non-executive Director total remuneration compared to the change for the average of employees within
the Company, over the last five years.
% change in remuneration
between 2025 and 2024
% change in remuneration
between 2024 and 2023
% change in remuneration
between 2023 and 2022
% change in remuneration
between 2022 and 2021
% change in remuneration
between 2021 and 2020
Salary/
fee¹0
Taxable
benefits
Short-
term
variable
pay
Salary/
fee
Taxable⁸
benefits
Short-
term
variable
pay
Salary/
fee
Taxable
5
benefits
Short-
term
variable
pay
Salary/
fee
Taxable
benefits
Short-
term
variable
pay
Salary/
fee
Taxable
benefits
Short-
term
variable
pay
CEO 0% 0% 9% 2% 48% 2% 5% 453% 61% 4% 2% 17% 7% 5% -21%
CFO 6% 0% -3% 2% 49% 3% 5% 335% 64% 1% 2% 28% 1% 5% -33%
GGC 1% 0% -9% 1% 216% 2% 5% 99% 59% 2% 2% 21% 2% 5% -30%
R Berliand 17% 106% n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a
T Clarke¹ 11% n/a n/a 0% n/a n/a 0% n/a n/a 6% n/a n/a n/a n/a n/a
M Heaney⁷ -11% n/a n/a -2% -100% n/a -8% 5015% n/a 21% n/a n/a -12% n/a n/a
A
Crawford-
Ingle² 11% -100% n/a 0% -91% n/a 0% -16% n/a 5% n/a n/a 39% n/a n/a
M
Hemsley³ 8% -100% n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a 29% n/a n/a
K Cates⁴ 14% n/a n/a 2% n/a n/a 12% n/a n/a 13% n/a n/a n/a n/a n/a
Amy Yip⁶ 7% -21% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
S Staley n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Employees 3% 11% 13% 3% 22% 16% 8% -1% 18% 14% 2% 41% 4% 7% -28%
1 Appointed as Remuneration Committee Chair on 12 May 2021.
2 Appointed to the Board on 16 March 2020.
3 Appointed to the Board on 16 March 2020.
4 Appointed to the Board on 1 February 2021.
5 Although NED expenses tax settled through a PAYE Settlement Agreement (‘PSA’) is available for the 2021/2022 and 2022/2023 income tax year, information for prior
years is not readily available. Year-on-year percentage change is therefore shown as n/a.
6 Appointed as a Director with effect from 1 September 2023. Percentage change is shown as n/a as she received pro-rated fees in respect of 2023.
7 Michael Heaney stepped down from the Board effective 31 October 2025. He received no tax settled expenses in 2024 therefore the percentage change for 2025 is n/a.
8 The percentage increase in taxable benefits figure for the GGC between 2023 and 2024, and for the CEO and CFO between 2022 and 2023, is due to the Electric Vehicle car
allowance. All UK employees are eligible to participate in an Electric Vehicle leasing scheme.
9 Stuart Staley was appointed to the Board effective 1 June 2025.
10 A change in NED fees was approved by shareholders at the 2025 AGM.
TP ICAP GROUP PLC Annual Report and Accounts 2025121
Governance
Short-term variable pay includes annual bonus (both cash and deferred bonus). As the Parent Company does not have employees, the data
above represents a voluntary disclosure against a suitable comparator group. A large portion of the Group’s remuneration is payable to
brokers who earn a significant portion of their income as contractual bonus based on a formula linked to revenue. It is therefore considered
that a comparison of the Executive Directors’ remuneration with that of UK non-broker staff is more meaningful than a comparison with
all employees.
Employee calculations are based on an average percentage change in salary and short-term variable pay on a same-store comparison,
ie when comparing employees who have been employed by the firm for both performance years 2024 and 2025. The average increase in
employees’ short-term variable pay between 2024 and 2025 is 13%.
Fees paid to Non-executive Directors (audited)
The single total figure of remuneration for each of the Non-executive Directors who held office during the year ended 31 December 2025
was as follows:
Fees Benefits³ Total
2025
£’000
2024
£’000
2025
£
2024
£
2025
£’000
2024
£’000
Richard Berliand 350 300 2,332 1,130 352 301
Tracy Clarke 105 95 – – 105 95
Michael Heaney¹ 120 135 8,277 – 128 135
Angela Crawford-Ingle 117 105 – 60 117 105
Mark Hemsley 97 90 – 60 97 90
Kath Cates 137 120 – – 137 120
Amy Yip
144 135 9,031 11,500 152 146
Stuart Staley² 84 – – – 84 –
1 Michael Heaney stepped down from the Board with effect from 31 October 2025.
2 Stuart Staley was appointed as a Director with effect from 1 June 2025.
3 Note that 2024 and 2025 disclosure is in £ not £’000. The figures show expenses tax settled through a PAYE Settlement Agreement (‘PSA’) in respect of the 2024/2025 and
2023/2024 tax years.
Non-executive Director fees
The fees for the Chair of the Board and the other Non-executive Directors were assessed as part of the Directors’ Remuneration Policy
review. It was determined then that the fees, which had not been increased since January 2020, had fallen behind market. The NED fees
were subsequently increased under the new Policy. The Board will continue to undertake periodic reviews of NED fees to ensure that they
remain competitive in the context of the financial services sector and the time commitment required. Fees for the Non-executive Directors
for 2026 are as follows:
£m
Fees from
1 January 2026
Fees from
1 January 2025
Chair £350,000 £350,000
Base fee £75,000 £75,000
Senior Independent Director £20,000 £20,000
Chair of the Audit, Risk and Remuneration Committees £30,000 £30,000
Membership of the Audit, Risk and Remuneration Committees £12,000 £12,000
Overseas-based NED supplement £35,000 £35,000
Regional Engagement NED £10,000 £10,000
Non-executive Directors received no other benefits or other remuneration other than reimbursement of all reasonable and properly
documented travel, hotel and other incidental expenses incurred in the performance of their duties and any tax and social costs arising
thereon. Non-executive Directors based overseas will be reimbursed for reasonable costs of travel and accommodation for trips to London
to attend Board meetings. Any UK tax liability thereon will be met by the Company.
Voting at the 2025 AGM
At the AGM held on 14 May 2025, the following votes were cast in respect of the Directors’ Remuneration Report and the new Directors’
Remuneration Policy.
For¹,² Against¹ Votes withheld¹
Number % Number % Number
Approval of the Directors’ Remuneration Report 498,651,481 98.41 8,031,502 1.59 66,120,537
Approval of the Directors’ Remuneration Policy 400,491,108 78.45 110,018,809 21.55 62,293,602
1 Votes ‘For’ and ‘Against’ are expressed as a percentage of votes cast. A ‘Vote withheld’ is not a vote in law.
2 Votes ‘For’ includes those giving the Chairman discretion.
Annual Report on Remuneration continued
TP ICAP GROUP PLC Annual Report and Accounts 2025122
Governance
The Directors’ Remuneration Report has been prepared in
accordance with the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2008
(as amended by the 2013 Regulations), the UKLA Listing Rules and
the UK Corporate Governance Code.
Remuneration Committee
Members of the Remuneration Committee during the year were:
Tracy Clarke (Chair), Richard Berliand, Amy Yip, Michael Heaney
(to 31 October 2025) and Stuart Staley (from 1 June 2025).
Key responsibilities of the Remuneration Committee
The role of the Committee is to set the overarching principles of
the Remuneration Policy and provide oversight on remuneration
across the firm. The Board has delegated responsibility to the
Committee for:
> Working with management to develop, formalise and approve
transparent policies on remuneration for the Company’s
workforce, that support the Company’s long-term strategic goals
and are aligned to its culture;
> Reviewing the Company’s remuneration policies with regard to
the Company’s risk appetite, alignment to the long-term strategic
goals, ongoing appropriateness, and compliance with corporate
governance and regulatory requirements; reviewing the ongoing
appropriateness and relevance of the remuneration policies; and
consulting with significant shareholders as appropriate;
> Ensuring implementation of the Company’s remuneration policies
is subject to review;
> Considering relationships between incentives and risk to ensure
that risk management and appetite are properly considered in
setting and implementing the Remuneration Policy;
> Reviewing wider workforce pay and, whilst the Committee does
not directly consult employees on the Remuneration Policy for
Executive Directors, considering mechanisms for explaining to
the workforce how executive pay and any related policies are
aligned with remuneration for the wider workforce;
> Keeping under review the Company’s gender and ethnicity pay
gaps and overseeing the implementation of actions identified as
being required;
> Ensuring Executive Director remuneration is in line with the most
recent Directors’ Remuneration Policy and that wider workforce
pay has been considered when setting Executive pay;
> Setting appropriately challenging incentive targets for the
Executive Directors;
> Ensuring risk management and conduct events are reflected in
remuneration outcomes;
> Determining and approving the rules of any new employee share
scheme or other equity-based long-term incentive programme or
any new performance-related pay schemes and total annual
payments under such schemes;
> Reviewing and approving the total incentive pools for the
non-broking workforce, save with respect to the senior
management population;
> Reviewing and approving, after consultation with the
Chief Executive, the level and structure of remuneration for
senior management;
> Reviewing and approving the level and structure of remuneration
for the Heads of Control Functions; and
> Keeping under review a formal policy for post-employment
shareholding requirements encompassing both unvested and
vested shares.
Key Remuneration Committee activities in 2025
The Committee’s focus areas this year were:
> Assessing the performance of the Executive Directors against
the financial and strategic non-financial metrics;
> Determining the financial metrics used to assess 70% of the
Executive Directors’ 2025 bonus and the 2023 RSP underpin;
> Setting specific 2025 strategic performance objectives for each of
the Executive Directors to assess 30% of their 2025 annual bonus;
> Embedding the new Executive Director Remuneration Policy,
including continuing consultation with shareholders to seek
their feedback;
> Benchmarking the remuneration of the Executive Directors;
> Reviewing risk-adjusted reward policies and processes to ensure
conduct and culture are considered in all reward decisions;
> Reviewing the Company’s compliance with the FCA‘s MIFIDPRU
Remuneration Code, reviewing the Group’s Material Risk Takers
and related remuneration disclosure requirements;
> Reviewing all-employee remuneration arrangements to ensure
that the Company is able to continue to attract and retain key
talent; and
> Reviewing our pension and benefits offerings across the Group
to ensure that they remain competitive.
Outside directorships
Nicolas Breteau, Robin Stewart and Philip Price did not have any
outside directorships from which they received any remuneration
during 2025.
The alignment of Executive remuneration with wider
Company pay policy
The employees of TP ICAP are critical to its long-term success and
the Remuneration Committee is responsible for developing and
maintaining formal and transparent policies on remuneration for
the Company’s employees.
Our philosophy on remuneration, that applies to all employees:
> We seek to attract and retain high-performing and motivated
employees and remunerate them with a competitive base salary;
> We align reward with the delivery of the Group’s business
strategy, values, key priorities and long-term goals;
> We reward behaviours that both create sustainable results in line
with our core values of accountability, authenticity, adaptability
and do not encourage excessive risk taking and are in line with
our current risk conduct framework;
> We align remuneration with the principle of protection of
customers and the prevention of conflicts of interest;
> We deliver some elements of compensation as shares in the
Company to align senior employee, Executive and shareholder
interests; and
> We provide standard benefits that apply across all employee groups.
2026 AGM
Copies of the Executive Directors’ employment contracts and
the Non-executive Directors’ letters of appointment are available
for inspection at the registered office of the Company during
normal business hours and will be available for shareholders to
view at the 2026 AGM. Executive Directors have rolling contracts
which may be terminated by either the Company or the Director
giving 12 months’ notice. Details of the contractual arrangements
for the Non-executive Directors are set out in the Directors’
Remuneration Policy.
TP ICAP GROUP PLC Annual Report and Accounts 2025123
Governance
Implementation of Remuneration Policy in 2026
Base salaries
It was agreed that the following increases would apply for the
Executive Directors:
> Chief Executive: £800,000 (no increase)
> Chief Financial Officer: £525,000 (4% increase)
> Group General Counsel: £500,000 (3.1% increase)
Annual bonus
The annual bonus will continue to be based on the existing
scorecard of financial and strategic performance targets aligned
to the business strategy, conduct and risk KPIs. The CEO’s maximum
bonus opportunity will be 300% of base salary and for the other
Executive Directors, the maximum bonus opportunity will be 200%
of base salary. The performance measures will be:
> Adjusted operating profit – 70%
> Strategic objectives – 30%
Details of targets are deemed to be commercially sensitive
and will be disclosed retrospectively in the next Directors’
Remuneration Report.
ESP award
Following a pre-grant assessment in early March 2026, the Committee
intends to award Restricted Share Awards under the Executive
Share Plan (‘ESP’) to the Executive Directors. These will be in line
with the new Policy limits of 200% of salary for the CEO and 150%
for the CFO and the GGC. The Restricted Share Awards will vest
after three years, subject to the Committee’s assessment of an
underpin at the end of 2028. When assessing the underpin the
Committee shall have regard to the Group’s financial and non-
financial performance over the course of the vesting period, and
may take into account the following factors (amongst others) when
determining whether to reduce the number of shares vesting:
> Whether threshold performance levels have been achieved for
the performance conditions for the bonus plan for each of the
three years in the vesting period;
> The underlying financial performance progression over the
vesting period, considering (but not limited to) such factors as
revenue, profitability, absolute/relative TSR performance, cash
generation and adherence to the dividend policy (to maintain 2x
adjusted earnings dividend cover); and
> Performance against strategic priorities designed to promote the
long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s
competitive advantage, digital and technology improvements,
focus on ESG (including sustainability), employee satisfaction
and the management of day-to-day risks.
Advice provided to the Remuneration Committee
During 2025, Alvarez & Marsal (‘A&M’) provided external
remuneration advice to the Remuneration Committee. A&M was
appointed as the Remuneration Committee advisers in June 2023
to provide independent advice on remuneration policy and
implementation. A&M is a signatory to the Remuneration
Consultants Group Code of Conduct which requires it to provide
objective and impartial advice.
The Remuneration Committee is satisfied that the A&M engagement
partner and team providing remuneration advice to the Committee
do not have connections with TP ICAP that might impair their
independence or objectivity. The fees payable for remuneration
advice provided by A&M in 2025 were £77,101 (excluding VAT),
based on the consulting time required. The Committee is satisfied
that these fees are appropriate for the work undertaken. No other
services were provided by A&M to the Committee during the year.
Tapestry provided advice on law and regulation in relation
to employee incentive matters.
Advice was also provided on occasion by the CEO, CFO, Group
General Counsel, Group Head of HR and CRO.
Approved by the Board and signed on its behalf by
Tracy Clarke
Chair
Remuneration Committee
12 March 2026
Annual Report on Remuneration continued
TP ICAP GROUP PLC Annual Report and Accounts 2025124
Directors’ report
The Directors present their report together with the audited Consolidated Financial Statements for the year ended 31 December 2025.
This Directors’ report, together with the Strategic report on pages 8 to 65, form the Management report for the purposes of the FCA’s
Disclosure Transparency Rule (‘DTR’) 4.1.5R(2) and DTR 4.1.8R.
TP ICAP Group plc is incorporated as a public limited company and is registered in Jersey with the registered number 130617. The
Company’s registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX. Although the Company is subject to Companies (Jersey) Law
1991, the following report also includes certain disclosures required for a UK incorporated company under the UK Companies Act 2006 in
the interests of good governance.
As permitted by legislation, the following statements made pursuant to company law, the UK Listing Authority’s Listing Rules, and the
Disclosure Guidance and Transparency Rules are set out elsewhere in this Annual Report and are incorporated into this report by reference:
Disclosure Location
Board of Directors Board of Directors (pages 72 to 73)
Results for the year Consolidated Income Statement (page 136)
Dividends Strategic report (pages 1)
DTR 7 Corporate Governance Statement (excluding DTR 7.2.6,
which is covered by this Directors’ report)
Governance report (pages 66 to 128) and the Viability statement
and going concern (page 55)
How the Directors have engaged with and had regard to employees Strategic report, Stakeholder engagement (page 20)
How the Directors have had regard to the need to foster business
relationships with stakeholders
Strategic report, Stakeholder engagement (pages 20 to 21)
Directors’ share interests Report of the Remuneration Committee (page 119)
Financial instruments Note 29 to the Consolidated Financial Statements (page 168)
Viability statement Strategic report (page 55)
Going concern statement Strategic report (page 55)
Principal risks and uncertainties Strategic report (pages 50 to 54)
Human rights and equal opportunities Strategic report (page 37)
Related party transactions Note 35 to the Consolidated Financial Statements (page 180)
Business activities and performance Strategic report (pages 2 to 17)
Financial position Strategic report (pages 38 to 49)
Key risk analysis Strategic report (pages 50 to 54)
Loans and other provisions Notes 3, 26 and 29 to the Consolidated Financial Statements
(pages 148, 166, and 169)
Issued share capital Note 30 to the Consolidated Financial Statements (page 173 to 174)
Future developments Strategic report (pages 2 to 17)
Purchase of own shares (share buyback) Note 30 to the Consolidated Financial Statements (page 173 to 174)
Statement of Directors’ responsibilities Directors’ report (page 128)
Diversity and inclusion Sustainability report (pages 26 to 29)
Board diversity Governance report (page 69), Nominations & Governance
Committee (pages 87 to 88)
Board activity and culture Governance report (pages 80 to 82)
Board training and Board effectiveness Governance report (pages 82 to 85)
As a Jersey registered company, TP ICAP is not required to include
a Non-Financial and Sustainability Information Statement, or a
response to the Climate-related Financial Disclosures (‘CRFD’)
in this Annual Report and Accounts. However, as a UK-listed
company, we respond to the FCA UK Listing Rule 6.6.8R(8) on
climate-related disclosure on pages 56 to 65 of this report.
UK Listing Rule 6.6.1 disclosure
The trustee of the Employee Benefit Trust waived its rights to receive
dividends on shares held by them. Information regarding long-term
incentive schemes is contained within the Report of the Remuneration
Committee (pages 104 and 110 to 111) and incorporated into this
report by reference. Other than as indicated, there are no further
disclosures to be made under UK Listing Rule 6.6.1.
The voting rights of the ordinary shares held by the TP ICAP plc
Employment Benefit Trust (formerly the Tullett Prebon plc Employee
Benefit Trust 2007) and TP ICAP Group plc Employee Benefit Trust
are exercisable by the trustees in accordance with their fiduciary
duties. The right to receive dividends on these shares has been
waived. Details of employee share schemes are set out in Note 31
to the Consolidated Financial Statements on pages 174 to 176.
UK Listing Rule 6.6.6 R (9) and (10) disclosure
The Company is supportive of the FCA’s drive to increase gender and
ethnicity diversity among the boards and executive management
of companies listed in the Equity Shares (Commercial Companies)
segment. As at 31 December 2025, the Board comprised 40% women.
Our Senior Independent Director is a woman, and one member of
the Board is from a minority ethnic background. There have been
no changes of Directors since 31 December 2025.
The Company’s approach to collecting the data used for the
purposes of making these disclosures is on the basis of self-reporting
by individuals from a pre-populated list available in the employee
self-service module.
The Committee and the Board continued to oversee compliance
with the UK Listing Rules and Corporate Governance Code
requirements, including succession planning and the reporting
obligations regarding the board and senior management diversity
requirements introduced in 2025.
Read more
Full numerical data on our Board and executive management
diversity can be found on page 69.
TP ICAP GROUP PLC Annual Report and Accounts 2025125
Governance
Directors’ report continued
Post-balance sheet events
After the year end, the Group announced that it had agreed to
acquire Vantage Capital Markets LLP, a global brokerage operating
in London, Hong Kong, Tokyo and Dubai. The acquisition remains
subject to regulatory approvals and is expected to complete in
Q2 2026.
Treasury shares
Ordinary shares held by the Company in treasury do not carry
voting rights. If the treasury shares are subsequently sold or
transferred for the purposes of satisfying an employee share
scheme as permitted by the Companies (Jersey) Law 1991, then
the shares, at this point, will again carry their full voting rights.
Further details on treasury shares can be found in Note 30 to the
Financial Statements.
Note that treasury shares are ordinary shares previously
repurchased by the Company but not cancelled (and therefore
deducted from equity and included within the Treasury share
reserve) and, as they are no longer outstanding, they are
excluded for earnings per share and voting rights purposes.
Further details on issued share capital can be found in Note 30
to the Financial Statements.
Share capital and control
The Company has one class of ordinary shares, which carry no right
to fixed income. Each share carries the right to one vote at general
meetings of the Company. No shareholder has any special rights of
control over the Company’s share capital and all issued shares are
fully paid.
Purchase of own shares
The Group commenced further share buyback programmes for a
maximum of £30m each in March 2025 (the ‘Fourth Buyback’) and
August 2025 (the ‘Fifth Buyback’) in order to reduce the capital of
the Company and/or meet obligations under employee share
schemes. Ordinary shares purchased under the buyback that are
not cancelled will have their rights to dividend receipt waived by
the Company.
Following the Group’s share buyback programmes, the Company’s
issued ordinary share capital consists of 795,390,932 ordinary
shares of which a total of 50,801,575 shares are held in treasury as
at 10 March 2026. The remaining 744,589,357 shares represent the
total voting rights in the Company and may be used by shareholders
as the denominator for the calculations by which they can determine
if they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules.
Restriction on transfer of securities
There are no specific restrictions on the size of a holding nor on the
transfer of shares, both of which are governed by the provisions in
the Articles and prevailing legislation. The Directors are not aware
of any agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or on voting
rights, nor are there any arrangements by which, with the
Company’s cooperation, financial rights carried by securities are
held by a person other than the holder of those securities.
Articles of Association (‘Articles’)
The Articles may only be amended by special resolution of the
shareholders and were last amended in May 2025. The Articles
provide that, at each Annual General Meeting, all the Directors
who held office on the date seven days before the Notice of that
AGM must retire from office and each Director wishing to continue
to serve must submit themselves for election or re-election
by shareholders.
Directors’ interests in contracts of significance
Linked to the above, no Director declared a material interest in any
contracts of significance subsisting during the period under review,
to which the Company or one of its subsidiary undertakings was
a party.
Directors’ indemnity arrangements
The Company maintains liability insurance for its Directors and
officers to the extent allowed by the Companies (Jersey) Law 1991
and the Company’s Articles of Association. This includes directors
of the Company’s subsidiaries. The Company provides a standard
indemnity against certain liabilities that Directors may incur in their
capacity as a Director of the Company. The liability insurance
provided to a Director does not provide cover in the event a ruling
of actual dishonest or fraudulent activity is found. The principal
employer of the Tullett Prebon Pension Scheme has given indemnities
to the Directors who are trustees of that Scheme.
Powers of the Directors
Subject to the Company’s Articles of Association, the Companies
(Jersey) Law 1991 and special resolution of the Company, the
business of the Company shall be managed by the Board of
Directors which may exercise all the powers of the Company.
Directors’ authority to allot shares
The Directors were granted at the 2025 AGM the authority to allot
shares and to buy the Company’s shares in the market up to a
maximum of approximately 10% of its issued share capital. At the
last AGM, resolutions were passed to authorise the Directors to allot
up to a nominal amount of £62,648,820.88 (subject to restrictions
specified in the relevant resolutions) and to purchase up to
75,253,839 ordinary shares.
During 2025, 15,899,873 shares were purchased in the market under
the authority granted at the 2025 AGM and held in Treasury.
Significant agreements and change of control
The Company’s banking facilities give the lenders the right not to
renew loans and to cancel commitments in the event of a change
of control. TP ICAP’s share schemes contain provisions relating to
change of control, subject to the satisfaction of relevant performance
conditions and pro-rata for time, if appropriate. The Company is
not aware of any other significant agreements that take effect,
alter or terminate upon a change of control of the Company
following a takeover bid, nor any agreements with the Company
and its employees or Directors for compensation for loss of office
or employment that occurs because of a takeover bid.
Research and development
The Group uses various bespoke information technology in the
course of its business and undertakes research and development
to enhance that technology.
Employees with disabilities
The Group is an inclusive employer and considers diversity to be of
utmost importance. We give full and fair consideration to applications
we receive from disabled persons and support those who incur a
disability while employed at the Group. All opportunities of career
progression and development, including promotions and training,
are equally applied to all employees.
Statement of engagement with employees
Our employees are kept well-informed about relevant matters
and the Group’s performance through a diverse range of internal
communication channels. These include emails, town hall meetings,
a regular internal TV series, WireTV, the intranet, and our regular
Group-wide newsletter, The Wire.
TP ICAP GROUP PLC Annual Report and Accounts 2025126
The Group actively seeks employee input and considers their
perspectives in the Board’s decision-making processes. We use
surveys to encourage employee involvement in the Company’s
performance. Additionally, our Workforce Engagement Programme
has been enhanced, with Mark Hemsley, Stuart Staley and Amy Yip
representing the Board in engaging with the workforce across the
EMEA, Americas, and Asia Pacific regions, respectively. For more
information on employee engagement, see Stakeholder
engagement on pages 18 to 21.
Statement of engagement with suppliers, customers
and other stakeholders
See Stakeholder engagement on pages 18 to 21 for full details
of the Group’s engagement activities with all of its stakeholders.
Political donations
It is the Company’s policy not to make cash contributions to any
political party. However, within the normal activities of the Group,
there may be occasions when an activity might fall within the
broader definition of ‘political expenditure’ contained within the
UK Companies Act 2006. Therefore, the Company has sought to
obtain shareholder authority to make limited political donations at
each AGM. During 2025, no political donations were made by the
Group (2024: £nil).
Substantial shareholders
The following table shows the holdings of the Company’s total
voting rights attached to the Company’s issued ordinary share
capital, as notified to the Company in accordance with DTR 5
of the FCA’s Disclosure Guidance and Transparency Rules as at
31 December 2025.
% direct
holding
% indirect
holding
Total number of
shares held
As at
31 December
2025
total % of
voting rights
of the issued
share
capital*
BlackRock Inc. – 6.03 45,345,781 6.03
Ameriprise
Financial Inc. – 5.11 38,446,895 5.11
Silchester
International
Investors LLP – 5.04 27,955,435 5.04
Liontrust Asset
Management plc 4.98 – 37,480,869 4.98
Jupiter Asset
Management
Limited – 4.89 37,116,063 4.89
Schroders plc – 4.71 35,496,607 4.71
There have been no further notifications received by the Company
between 31 December 2025 and 10 March 2026, being the latest
practicable date prior to the publication of this report:
It should be noted that the percentages are shown as notified and
that these holdings are likely to have changed since the Company
was notified, however, notification of any change is not required
until the next notifiable threshold is crossed.
Further information about the Company’s share capital is given
in Note 30 of the Consolidated Financial Statements.
Greenhouse gas (‘GHG’) emissions
TP ICAP, as an office-based business, is not engaged in activities
that are generally regarded as having a high environmental
impact. However, the Board has agreed that it will seek to adopt
policies to safeguard the environment to meet statutory
requirements or where such policies are commercially sensible.
The emission of greenhouse gases resulting from office-based
business activities and business travel is the Company’s main
environmental impact and statistics relating to these emissions
are set out in the Strategic report on pages 23 to 24 and 64.
Auditor
It is the intention that PricewaterhouseCoopers LLP (‘PwC’)
will continue to act as the Company’s external auditor for the
year ending 31 December 2026 and this will be presented to
shareholders for approval at the forthcoming Annual General
Meeting (‘AGM’).
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval of this
Annual Report confirms that:
So far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and the
Director has taken all steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware
of that information.
Annual General Meeting
The AGM of the Company will be held at 2.15pm BST on 13 May
2026. Details of the resolutions to be proposed at the AGM are set
out in a separate Notice of Meeting together with explanatory
notes set out in a separate circular. The Notice of Meeting will be
sent to all shareholders entitled to receive such notice. Only members
on the register of members of the Company as at close of business
on 11 May 2026 (or two days before any adjourned meeting,
excluding non-business days) will be entitled to attend and vote
at the AGM.
Any proxy must be lodged with the Company’s registrars or
submitted to CREST at least 48 hours, excluding non-business days,
before the AGM or any adjourned meeting thereof.
The Directors believe that the resolutions for consideration at this
year’s AGM are in the best interests of the Company and its
shareholders, and unanimously recommend that shareholders vote
in favour of the resolutions.
The outcome of the resolutions put to the AGM will be published on
the London Stock Exchange’s and the Company’s website once the
AGM has concluded.
Approved by the Directors and signed on behalf of the Board.
Robin Stewart
Chief Financial Officer
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 2025127
Governance
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and Accounts and the Group Financial Statements in accordance
with applicable law and regulations. Company law requires the
Directors to prepare financial statements for each financial year.
Under that law, the Directors are required to prepare the Group
Financial Statements in accordance with UK-adopted international
accounting standards in conformity with the requirements of the
Companies (Jersey) Law 1991 and International Financial
Reporting Standards (‘IFRS’) as adopted by the European Union.
Under company law, the Directors must not approve the Annual
Report and Accounts and the Group Financial Statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Group and of the profit or loss of the Group for
that period.
In preparing the Group Financial Statements, the Directors are
required to:
> Select suitable accounting policies and then apply them consistently;
> Make judgements and estimates that are reasonable, relevant
and reliable;
> Prepare the Group Financial Statements on the going concern
basis unless it is inappropriate to presume that the Group’s will
continue the business; and
> State whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Group Financial Statements.
The Directors confirm they have complied with all the above
requirements in preparing the Group Financial Statements.
The Directors are responsible for keeping proper accounting records
that are sufficient to show and explain the Group’s transactions
and disclose with reasonable accuracy at any time the financial
position of the Group and enable them to ensure that the Group
Financial Statements comply with the Companies (Jersey) Law
1991. They are also responsible for taking steps as are reasonably
open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Group’s
website. Legislation in Jersey and the United Kingdom governing
the preparation and dissemination of the Group Financial
Statements may differ from legislation in other jurisdictions.
Responsibility statement
Each of the Directors, whose names and functions are set out
on pages 72 to 73 and who are Directors as at the date of this
Statement of Directors’ responsibilities, confirm to the best of their
knowledge that:
> The Group Financial Statements, prepared in accordance with
the relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or loss
of the Group and the undertakings included in the consolidation
taken as a whole;
> The Annual Report and Accounts and Group Financial
Statements includes a fair review of the development and
performance of the business and the position of the Group,
together with a description of the principal risks and
uncertainties that it faces; and
> There is no relevant audit information of which the Group’s
auditors are unaware, and each Director has taken all the steps
that they ought to have taken as a Director in order to make
themselves aware of any relevant audit information and to
establish that the Group’s auditors are aware of that information.
We consider the Annual Report and Accounts and Group Financial
Statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group’s position, performance, business model and strategy.
On behalf of the Board.
Nicolas Breteau
Chief Executive Officer
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 2025128
Independent Auditor’s Report to the members of TP ICAP Group plc
Report on the audit of the financial statements
Opinion
In our opinion, TP ICAP Group plc’s group financial statements:
> give a true and fair view of the state of the group’s affairs as at
31 December 2025 and of its profit and cash flows for the year
then ended;
> have been properly prepared in accordance with generally
accepted accounting principles prescribed by the Companies
(GAAP) (Jersey) Order 2010 and the Law or other relevant
legislation; and
> have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
We have audited the financial statements, included within
the Annual Report and Accounts 2025 (the ‘Annual Report’),
which comprise:
> the Consolidated Balance Sheet as at 31 December 2025;
> the Consolidated Income Statement for the year ended
31 December 2025;
> the Consolidated Statement of Comprehensive Income for
the year ended 31 December 2025;
> the Consolidated Statement of Changes in Equity for the
year ended 31 December 2025;
> the Consolidated Cash Flow Statement for the year ended
31 December 2025; and
> the notes to the consolidated financial statements for the
year ended 31 December 2025, comprising material accounting
policy information and other explanatory information.
Our opinion is consistent with our reporting to the Group
Audit Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law.
Our responsibilities under ISAs (UK) are further described in
the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the Financial Reporting
Council’s (‘FRC’) Ethical Standard, as applicable to listed public
interest entities in accordance with the requirements of the Crown
Dependencies’ Audit Rules and Guidance for market-traded
companies, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Note 5 to the financial statements,
we have provided no non-audit services to the company or its
controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
> The scope of our audit and the nature, timing and extent of audit
procedures performed were determined by our risk assessment, the
financial significance of components and other qualitative factors
(including any history of misstatement through fraud or error).
> We performed audit procedures over components considered to
be financially significant in the context of the group or in the
context of individual primary statement account balances.
> Our audit plan was discussed with the Group Audit Committee in
July 2025 and updates were provided at later stages of the audit.
We executed the planned approach and concluded based on the
results of our testing that sufficient audit evidence has been
obtained to support our opinion. We discussed our audit
approach and the results of our audit with the Group Audit
Committee. We also discussed the key audit matters at the
conclusion of the audit.
Key audit matters
> Carrying value of goodwill and acquired intangibles
> Name passing brokerage revenue
Materiality
> Overall materiality: £13,500,000 (31 December 2024: £12,550,000)
based on 5% of profit before tax from continuing operations,
adjusted for certain non-recurring items.
> Performance materiality: £10,125,000 (31 December
2024: £8,150,000).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the 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) identified by the auditors, including 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, and any comments we make on the results of
our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with those in the
prior year.
TP ICAP GROUP PLC Annual Report and Accounts 2025129
Financial statements
Financial statements
Independent Auditor’s Report to the members of TP ICAP Group plc continued
Key audit matter How our audit addressed the key audit matter
Carrying value of goodwill and acquired intangibles
The group has goodwill of £1,117m and customer relationships on
acquisition of £366m as at 31 December 2025, predominantly
related to the acquisitions of ICAP and Liquidnet.
As described in the group’s accounting policy within Note 3
‘Summary of material accounting policies’ and as disclosed in Note
14 ‘Intangible assets arising on consolidation’, goodwill is assessed
for impairment at least annually, irrespective of whether or not
indicators of impairment exist. The group performed its annual
impairment assessment of goodwill and acquired intangible assets
as at 30 September 2025 with a subsequent assessment for
impairment triggers as at 31 December 2025.
Customer relationships capitalised on acquisition are reviewed for
indicators of impairment at each balance sheet date and, if an
indicator of impairment exists, an impairment assessment is performed.
Goodwill impairment assessments are performed by comparing the
carrying amount of each cash generating unit (‘CGU’) to its
recoverable amount, using the higher of value in use (‘VIU’) or fair
value less costs to dispose (‘FVLCD’). The VIU approach was used to
assess the recoverable amount of all CGUs as at 30 September 2025.
The group has not recognised an impairment charge related to
goodwill or acquired customer relationships as at 31 December 2025.
The impairment assessment encompasses management judgement
in forecasting expected future cash flows for each CGU and customer
relationship asset.
We determined that there is a significant audit risk over the
impairment assessment of goodwill and other intangible assets
for CGUs ‘Energy and Commodities’ and ‘Liquidnet Equities’,
specifically in respect of the following key assumptions: discount
rate, revenue growth rate and contribution margin. We have also
assessed that a significant risk over valuation exists for ‘Liquidnet
Equities’ customer relationships.
Given the substantial amount of audit work performed over the
carrying value of goodwill and acquired intangible assets, combined
with our assessed risk, we assessed this to be a key audit matter.
We performed the following procedures:
> We evaluated the design and implementation of key controls in
accordance with ISA (UK) 315 (Revised).
> We evaluated the impairment assessments performed by
management for consistency with the requirements of IAS 36.
> We assessed and tested the determination of the CGU
carrying values.
> For forecast contribution margins and revenue growth rate
assumptions, we identified and challenged management’s key
assumptions including comparing growth rates to those achieved
historically and to external market data, where available. We
requested and obtained corroborating evidence for key
assumptions and our assessment included consideration of
contradictory information, where identified.
> We agreed the cash flow forecasts used in the impairment model
to the Board approved budgets.
> We tested the mathematical accuracy of the impairment model,
validating whether formulae have been applied appropriately
and in line with methodology.
> We engaged experts to evaluate the reasonableness of the
discount rate assumptions used. Our valuation experts
independently derived a discount rate range, and we compared
this to the rate used by management. Where these differed, we
evaluated the impact of this on the impairment assessment.
> We requested and obtained corroborating evidence supporting
management’s impairment assessment over Liquidnet Equities
customer relationships, which included inspection of 2025 revenue
data for customers acquired.
TP ICAP GROUP PLC Annual Report and Accounts 2025130
Key audit matter How our audit addressed the key audit matter
Name passing brokerage revenue
The group’s revenue streams for 2025 comprise name passing
brokerage (£1,454m), matched principal brokerage (£485m),
executing broker brokerage (£142m), data and analytics price
information fees (£192m) and introducing broker (Liquidnet) (£80m)
(As disclosed in Note 4 ‘Segmental Analysis’).
Matched principal and introducing broker brokerage make up 26%
(2024: 26%) of total revenue and is primarily settled on a delivery
versus payment basis, with settlement usually only taking a few
business days; exchange give-up relies on counterparties claiming
their trades directly on the exchange; and data and analytics price
informance revenue is calculated based on underlying contracts.
We assessed there to be increased risk for name passing brokerage
revenue as discussed below.
Name passing brokerage revenue is the commission earned for the
matching of buyers and sellers of financial instruments. The group
has an agency role in the transaction and commissions are invoiced
for the service provided. The name passing revenue stream is the
largest for the group comprising 62% (FY24: 61%) or £1.45bn of total
revenue (£2.35bn), as disclosed in Note 4 Segmental Analysis’.
There is a risk that incorrect brokerage rates are applied as brokers
have discretion to override contractual rates in the front office
systems, and the ability to suppress certain trade confirmations
being sent to counterparties at the point of trade execution.
Additionally, brokers in certain key markets are remunerated based
on revenue recorded but not yet settled. We have therefore not
rebutted the presumption that there is a significant audit risk
relating to the risk of fraud in revenue recognition for unsettled name
passing brokerage revenue.
Name passing brokerage revenue is invoiced on a monthly basis,
however, the cash collection period is typically longer for name
passing revenue compared to other revenue streams. As at
31 December 2025, the group had gross trade receivables of
£314m (2024: £299m), as disclosed in Note 22 ‘Trade and other
receivables’ and a large proportion of this relates to name passing
brokerage revenue.
Given the substantial amount of audit work performed in relation to
name passing brokerage revenue and associated receivables, as well
as the degree of risk assessed in respect of unsettled invoices relating
to name passing revenue recorded in the current period based on the
facts noted above, we assessed this to be a key audit matter.
In order to address these areas, including the risk of fraud in revenue
recognition relating to name passing brokerage revenue, we
performed the following procedures:
> We evaluated the design and implementation of key controls in
accordance with ISA (UK) 315 (Revised).
> For a sample of trades, we agreed the inputs to the brokerage
calculation back to contractual rate cards and trade confirmations.
We recalculated the revenue based on the verified inputs.
> For certain entities contributing material elements of name
passing brokerage revenue, we tested revenue, recorded as having
been settled, to cash receipts and investigated any differences.
> For unsettled name passing brokerage receivables relating to
revenue earned in 2025, we increased our sample size and sent
audit confirmations directly to counterparties to confirm the
amount outstanding at the period end.
> Where responses were not received, or differences were
highlighted, we obtained further evidence through alternative
procedures. This included validating any amounts subsequently
settled after year end to cash or inspecting correspondence with
counterparties to assess the existence of the receivables.
TP ICAP GROUP PLC Annual Report and Accounts 2025131
Financial statements
Financial statements
Independent Auditor’s Report to the members of TP ICAP Group plc continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
group, the accounting processes and controls, and the industry in
which it operates.
The group comprises a large number of subsidiaries which operate
within 3 regions, namely Europe, Middle East and Africa (‘EMEA’),
Americas (‘AMER’) and Asia Pacific (‘APAC’). We considered which
entities (‘components’) required audit procedures either due to
being significant due to size or due to their risk characteristics,
including any history of misstatements due to fraud or error, or
further audit procedures over financial statement line items (‘FSLI’)
in the context of the group’s consolidated financial statements.
We identified the significant audit risks which relate to the group
as a whole. The risks of material misstatement can be reduced to an
acceptable level by testing the most financially significant entities
within the group and those that drive significant risks identified as
part of our risk assessment. This ensures sufficient coverage has
been obtained for each FSLI. We updated our assessment of risks
during the audit to ensure our audit procedures were aligned with
that evolving risk assessment, and where necessary our scope of
work was changed.
We performed a full scope audit over 12 components within the
group. Further audit procedures were performed over 8 additional
components. The audit work over certain components was
performed by teams located within the US and Singapore. All other
audit work was performed by PwC UK.
We instructed component auditors reporting to us to work to
assigned materiality levels reflecting the nature and size of the
operations they audited. In exercising their oversight responsibilities,
the group engagement team were in active dialogue with the
auditors of the in-scope components, including being involved in
how they planned and performed their work. The group
engagement team performed in person site visits to the US and
Singapore components during the course of the audit, meeting
with management and the local PwC audit teams.
Some financial reporting processes and controls are performed
centrally at the group level, such as financial reporting processes,
including the impairment assessment of intangible assets arising
on consolidation, impairment assessment of investment in joint
ventures and associates, consolidation of the group’s results, the
preparation of consolidated financial statements, global cost
allocations, group intercompany eliminations, calculations of
internal borrowing rate for leases and the accounting of share-
based payments under IFRS 2. TP ICAP’s technology function is
also largely centralised. For these areas, audit work was performed
by PwC UK. This audit work, together with analytical review
procedures and targeted risk assessments also addressed the risk
of material misstatement for balances in entities that were not an
in-scope component.
Our audit work over significant and non-significant components
covered approximately 86% (2024: 85%) of total assets and 75%
(2024: 75%) of total revenues.
The impact of climate risk on our audit
As part of our audit, we made enquiries of management to
understand the process management undertook to assess the
extent of the potential impact of climate risk on the group’s
financial statements and support the disclosures made within
the Strategic report. In addition to enquiries with management,
we also:
> Evaluated and challenged management’s assessment of the
impact of climate risk on the financial statements and reviewed
any related disclosures including those in Note 14 ‘Intangible
assets arising on consolidation’.
> Read the disclosures in relation to climate risk made in the other
information within the Annual Report to ascertain whether the
disclosures are materially consistent with the financial
statements and our knowledge from our audit. Our responsibility
over other information is further described in the Reporting on
other information section of our report.
> Challenged the completeness of management’s climate risk
assessment by challenging the consistency of management’s
climate impact assessment with internal climate plans and board
minutes, including whether the time horizons management have
used take account of all relevant aspects of climate change such
as transition risks.
Our procedures did not identify any material climate impacts on
the consolidated financial statements.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line
items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as
a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall group
materiality
£13,500,000 (31 December
2024: £12,550,000).
How we
determined it
5% of profit before tax from continuing
operations, adjusted for certain non-recurring
items.
Rationale for
benchmark
applied
We set materiality using a benchmark of profit
before tax, adjusted for certain items that we
do not consider represent the underlying
business performance and which would be
inappropriate to reflect in the materiality levels
used. Adjusted profit before tax is a primary
measure used in assessing the performance
of the group and is a generally accepted
benchmark for determining audit materiality.
For each component in the scope of our group audit, we allocated a
materiality that is less than our overall group materiality. The range
of materiality allocated across components was between
£1,029,200 and £12,150,000. Certain in-scope components were
audited to a local statutory audit materiality that was also less than
our overall group materiality.
TP ICAP GROUP PLC Annual Report and Accounts 2025132
We use performance materiality to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (31 December
2024: 65%) of overall materiality, amounting to £10,125,000
(31 December 2024: £8,150,000) for the group financial statements.
In determining the performance materiality, we considered a
number of factors which included the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls,
and concluded that an amount at the upper end of our normal
range was appropriate.
We agreed with the Group Audit Committee that we would report
to them misstatements identified during our audit above £675,000
(31 December 2024: £620,000) as well as misstatements below that
amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s ability to
continue to adopt the going concern basis of accounting included:
> A risk assessment to identify factors that could impact the going
concern basis of accounting, including the current and forecast
financial performance and cashflows, covenant measures
relating to the group’s external debt, and the sector in which the
group operates;
> Understanding and evaluation of the group’s base case and
stressed scenarios, the stress testing of liquidity and covenant
measures performed by management, and the adequacy of the
stress scenarios used for these purposes;
> Assessing the future cash flow forecasts used to support the
ability of the group to continue as a going concern and testing
that these forecasts agree to board approved budgets;
> Assessing key assumptions in the forecasts for reasonableness;
> Recalculating covenant ratios to assess whether the group
remains within those covenants throughout the stressed scenario;
> Assessing the feasibility of management’s mitigating factors
which may be applied as a result of the scenario;
> Reviewing minutes of key governance meetings such as those
of the Board of Directors, Group Risk Committee and Group
Audit Committee;
> Attending certain governance meetings, including Group Risk
Committee and Group Audit Committee;
> Performing enquiries with the UK Financial Conduct Authority as
to any matters which may impact the group’s ability to continue
as a going concern;
> Performing enquiries with management, including whether there
are any events which may impact the group’s ability to continue
as a going concern outside of the immediate going concern period;
> Considering whether our audit procedures have identified
events or conditions which may impact the going concern of
the group; and
> Reviewing the appropriateness of the disclosures made in the
financial statements in relation to going concern.
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 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 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.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the group’s ability
to continue as a going concern.
In relation to the directors’ reporting on how they have 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.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express an
audit opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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
audit, or otherwise appears to be materially misstated. If we
identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial statements
or a material misstatement of the other information. 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 based on these responsibilities.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other
information are described in the Reporting on other information
section of this report.
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, and we
have nothing material to add or draw attention to in relation to:
> The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
> The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
> The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the group’s ability
to continue to do so over a period of at least twelve months from
the date of approval of the financial statements;
> The directors’ explanation as to their assessment of the group’s
prospects, the period this assessment covers and why the period
is appropriate; and
> The directors’ statement as to whether they have a reasonable
expectation that the group will be able to continue in operation
and meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing attention
to any necessary qualifications or assumptions.
TP ICAP GROUP PLC Annual Report and Accounts 2025133
Financial statements
Financial statements
Independent Auditor’s Report to the members of TP ICAP Group plc continued
Our review of the directors’ statement regarding the longer-term
viability of the group was substantially less in scope than an audit
and only consisted of making enquiries and considering the
directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our
knowledge and understanding of the group and its environment
obtained in the course of the audit.
In addition, 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 that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the
group’s position, performance, business model and strategy;
> The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
> The section of the Annual Report describing the work of the
Group Audit Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for
review by the auditors.
Responsibilities for the financial statements and
the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’
responsibilities, the directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control as
they 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 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 to cease operations, or have
no realistic alternative but to do so.
Auditors’ 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
auditors’ 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.
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.
Based on our understanding of the group and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to the requirements of key regulators, including
the UK Financial Conduct Authority and the U.S. Securities and
Exchange Commission, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that
have a direct impact on the financial statements such as the
Companies (Jersey) Law 1991 and relevant tax legislation. We
evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries, bias in key
accounting estimates and significant unusual transactions. The
group engagement team shared this risk assessment with the
component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures
performed by the group engagement team and/or component
auditors included:
> Enquiring of management, including the Finance, Legal, Risk and
Internal Audit functions, and those charged with governance in
relation to known or suspected instances of non-compliance with
laws and regulation and fraud;
> Reviewing correspondence with and making enquiries of key
regulators, including the UK Financial Conduct Authority, and
reviewing internal audit reports in so far as they are related to
the financial statements;
> Making specific written enquiries of external legal counsel to
assist with our evaluation of known instances of non-compliance
with laws and regulations, including their potential impact;
> Critically assessing key accounting estimates for evidence of bias,
in particular in relation to the carrying value of goodwill,
intangible assets and investments in associates and joint
ventures, and recoverability of unsettled trade receivables;
> Identifying and testing journal entries meeting our risk criteria,
including those posted to certain account combinations and
those posted by unexpected users;
> Evaluating and testing significant transactions entered into
during the year, such as in relation to the Neptune Networks
Limited acquisition, including assessing the business rationale,
the accounting treatment and the disclosures in the financial
statements;
> Reviewing of reports to the Group Audit Committee and minutes
of Board of Directors’ meetings, and making enquiries of
management to understand the business rationale for any
unusual and significant transactions; and
> Incorporating unpredictability into the nature, timing and/or
extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to
events and transactions reflected in the financial statements. Also,
the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number
of items for testing, rather than testing complete populations. We
will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which
the sample is selected.
TP ICAP GROUP PLC Annual Report and Accounts 2025134
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 auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only
for the company’s members as a body in accordance with Article
113A of the Companies (Jersey) Law 1991 and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies (Jersey) Law 1991 exception reporting
Under the Companies (Jersey) Law 1991 we are required to report
to you if, in our opinion:
> we have not obtained all the information and explanations we
require for our audit; or
> proper accounting records have not been kept by the group, or
proper returns adequate for our audit have not been received
from branches not visited by us; or
> the consolidated financial statements are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year
ended 31 December 2024. Our uninterrupted engagement covers
2 financial years.
Other matter
The company is required by the UK Financial Conduct Authority
Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under
the structured digital format required by DTR 4.1.15R – 4.1.18R and
filed on the National Storage Mechanism of the UK Financial
Conduct Authority. This auditors’ report provides no assurance over
whether the structured digital format annual financial report has
been prepared in accordance with those requirements.
Darren Meek
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognized Auditor
London
12 March 2026
TP ICAP GROUP PLC Annual Report and Accounts 2025135
Financial statements
Financial statements
Consolidated Income Statement
for the year ended 31 December 2025
2025 2024
Notes£m£m
Revenue
4
2,35 3
2,253
Employment, compensation and benefits
8
(1,485)
(1, 404)
General and administrative expenses
(500)
(502)
Depreciation of property, plant and equipment, and right-of-use assets
(3 8)
(42)
Impairment of property, plant and equipment, and right-of-use assets
–
(6)
Amortisation of intangible assets
(77)
(72)
Impairment of intangible assets
–
(2)
Total operating costs
5
(2, 100)
(2, 028)
Other operating income
6
17
10
Other (losses)/gains
7
(6)
1
Earnings before interest and tax
264
236
Finance income
9
36
42
Finance costs
10
(70)
(6 4)
Profit before tax
230
214
Taxation
11
(6 1)
(63)
Profit after tax
169
151
Share of profit of associates and joint ventures
18
20
19
Profit for the year
189
170
Attributable to:
Owners of TP ICAP Group plc
186
1 67
Non-controlling interests
3
3
189
170
Earnings per share:
Basic
12
25 .2p
22. 1p
Diluted
12
24.2p
2 1. 3p
TP ICAP GROUP PLC Annual Report and Accounts 2025136
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
2025 2024
Notes£m£m
Profit for the year
189
170
Items that will not be reclassified subsequently to profit or loss:
Equity investments at fair value through other comprehensive income
15
5
Taxation
–
–
15
5
Items that may be reclassified subsequently to profit or loss:
Loss on translation of foreign operations
(6 8)
(7)
Taxation
–
–
(6 8)
(7)
Other comprehensive expense for the year
(53)
(2)
Total comprehensive income for the year
136
168
Attributable to:
Owners of TP ICAP Group plc
134
168
Non-controlling interests
2
–
136
168
TP ICAP GROUP PLC Annual Report and Accounts 2025137
Financial statements
Financial statements
Consolidated Balance Sheet
as at 31 December 2025
31 December 31 December
2025 2024
Notes£m£m
Non-current assets
Intangible assets arising on consolidation
14
1, 538
1, 5 67
Other intangible assets
15
165
134
Property, plant and equipment
16
65
80
Right-of-use assets
17(a)
112
122
Investments in associates and joint ventures¹
18
79
80
Other investments
19
32
18
Deferred tax assets
20
11
17
Other non-current assets²
21
27
32
2, 029
2, 050
Current assets
Trade and other receivables
22
3,898
2, 998
Financial assets at fair value through profit or loss
23
1 ,1 48
171
Financial investments
24
166
160
Cash and cash equivalents
936
1,0 6 8
6 ,1 4 8
4,397
Total assets
8 ,1 7 7
6,4 4 7
Current liabilities
Trade and other payables
25
(3 ,8 42)
(3 ,0 6 7)
Financial liabilities at fair value through profit or loss
23
(1, 125)
(189)
Loans and borrowings³
26
(25)
(7)
Overdrafts³
(33)
(2)
Lease liabilities
17(b)
(32)
(31)
Current tax liabilities
11
(6 6)
(39)
Provisions
27
(11)
(17)
(5, 134)
(3 ,352)
Non-current liabilities
Loans and borrowings
26
( 74 4 )
( 74 4)
Lease liabilities
17(b)
(1 67)
(190)
Deferred tax liabilities
20
(41)
(24)
Provisions
27
(29)
(3 4)
Other non-current liabilities²
28
(23)
(25)
(1 ,00 4)
(1 , 017)
Total liabilities
(6, 138)
(4 ,369)
Net assets
2 ,0 3 9
2 ,0 7 8
Equity
Share capital
30(a)
199
199
Other reserves
30(b)
(1 , 139)
(1 ,0 4 9)
Retained earnings
2, 960
2, 910
Equity attributable to owners of TP ICAP Group plc
2,0 20
2, 060
Non-controlling interests
19
18
Total equity
2 ,0 3 9
2 ,0 7 8
1 ‘Investments in associates and joint ventures’ combines ‘Investment in associates’ and ‘Investment in joint ventures’ that were presented as separate line items in prior years.
Management considers this aggregation to be more appropriate under IAS 1 Presentation of Financial Statements and considering that information on profit or loss and
cash flows from associates and joint ventures are also presented collectively. See Note 18 for the disaggregation of investments in associates and joint ventures.
2 ‘Other non-current assets’ combines ‘Investment properties’, ‘Retirement benefit assets’ and ‘Other long-term receivables’ that were presented as separate line items in prior
years, and similarly ‘Other non-current liabilities’ combines ‘Retirement benefit obligations’ and ‘Other long-term payables’. Management considers this aggregation of
smaller items to be a more appropriate presentation of financial position. See Notes 21 and 28 for the disaggregation of these balances.
3 ‘Overdrafts’ are presented as a separate line item having previously been included in ‘Loans and borrowings’ in prior years. Management considers this disaggregation
of overdrafts and issued debt instruments to be a more appropriate presentation of financial position.
The consolidated financial statements of TP ICAP Group plc (registered number 130617) were approved by the Board of Directors and
authorised for issue on 12 March 2026 and are signed on its behalf by
Nicolas Breteau
Chief Executive Officer
TP ICAP GROUP PLC Annual Report and Accounts 2025138
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
Attributable to owners of TP ICAP Group plc
Total Non-
Share Other Retained parent controlling Total
capital reserves¹ earnings equity interests equity
£m£m£m£m£m£m
Balance at 1 January 2024
197
(963)
2, 814
2 ,0 4 8
17
2, 065
Profit for the year
–
–
1 67
1 67
3
1 70
Other comprehensive expense
–
(2)
–
(2)
–
(2)
Total comprehensive income
–
(2)
1 67
165
3
168
Transfer of gain on disposal of equity instruments at FVTOCI
–
(4)
4
–
–
–
Transactions with owners in their capacity as owners:
197
(969)
2, 985
2,213
20
2,233
Issuance of ordinary shares
2
–
(2)
–
–
–
Dividends paid
–
–
(11 3)
(11 3)
(2)
(115)
Share settlement of share-based awards
–
13
(13)
–
–
–
Dividend equivalents paid on equity-settled share-based awards
–
–
(2)
(2)
–
(2)
Credit arising on equity settled share-based awards
–
–
33
33
–
33
Taxation on equity-settled share-based awards
–
–
4
4
–
4
Own shares acquired for employee trusts
–
(45)
–
(45)
–
(45)
Own shares acquired under share buyback
–
(4 8)
–
(4 8)
–
(4 8)
Credit arising on the exchange of cash to equity-settled share-based
–
–
18
18
–
18
awards (Note 31)
Balance at 31 December 2024
199
(1,0 4 9)
2, 910
2,060
18
2 ,0 7 8
Profit for the year
–
–
186
186
3
189
Other comprehensive expense
–
(52)
–
(52)
(1)
(53)
Total comprehensive income
–
(52)
186
134
2
136
Transactions with owners in their capacity as owners:
Dividends paid
–
–
(122)
(122)
(1)
(123)
Share settlement of share-based awards
–
64
(64)
–
–
–
Dividend equivalents paid on equity-settled share-based awards
–
–
(6)
(6)
–
(6)
Credit arising on equity-settled share-based awards (Note 31)
–
–
49
49
–
49
Taxation on equity-settled share-based awards
–
–
1
1
–
1
Own shares acquired for employee trusts
–
(29)
–
(29)
–
(29)
Own shares acquired under share buyback
–
(73)
–
(73)
–
(73)
Proceeds from sale of shares under employee share schemes
–
–
6
6
–
6
Balance at 31 December 2025
199
(1 , 13 9)
2, 960
2,020
19
2 ,0 3 9
1 See Note 30(b) for further information on Other reserves.
TP ICAP GROUP PLC Annual Report and Accounts 2025139
Financial statements
Financial statements
Consolidated Cash Flow Statement
for the year ended 31 December 2025
Restated
2025 2024
Notes£m£m
Cash generated from operations
33(a)
303
4 67
Income taxes paid
(4 7 )
(52)
Fees paid on bank and other loan facilities
(2)
(1)
Interest paid
(4 6)
(4 6)
Interest paid on lease liabilities
17(d)
(17)
(15)
Net cash flow from operating activities
191
353
Investing activities
Investment in government debt securities1
24
(58)
(57)
Proceeds from redemption of government debt securities1
24
58
79
Other net (purchase)/sale of financial investments1,2
24
(11)
2
Interest received
9
35
39
Dividends from associates and joint ventures
18
21
20
Expenditure on intangible assets
15
(6 9)
(55)
Purchase of property, plant and equipment
16
(5)
(9)
Deferred consideration paid
–
(50)
Sale of other investments
–
3
Acquisition consideration paid
32
(25)
(2)
Net cash flow from investing activities
(54)
(30)
Financing activities
Dividends paid
13
(122)
(113)
Dividends paid to non-controlling interests
(1)
(2)
Dividend equivalents paid on equity-settled share-based awards
(6)
(2)
Own shares acquired under share buyback
30(b)
(73)
(4 8)
Net movements in own shares3
30(b)
(51)
(8)
Funds received from issue of Sterling Notes
26
249
–
Repurchase of Sterling Notes
26
(23 1)
(37)
Repayment of Vendor Loan Note
–
(39)
Bank facility arrangement fees and debt issue costs
(1)
(1)
Payment of lease liabilities
17(d)
(28)
(27)
Net cash flow from financing activities
(264)
(27 7)
(Decrease)/increase in cash and overdrafts
(127)
46
Cash and overdrafts at the beginning of the year
1,0 6 6
1, 019
Effect of foreign exchange rate changes
(36)
1
Cash and overdrafts at the end of the year
903
1,0 6 6
Cash and cash equivalents
936
1,0 6 8
Overdrafts
(33)
(2)
903
1 ,0 6 6
1 The prior year cash flow statement has been restated to show investment in and redemption from government debt securities as gross cash outflows and inflows, separately
from other net cash flows from financial investments. In management’s view this provides better granularity and more appropriately reflect the requirements of IAS 7
Statement of Cash Flows.
2 Sales and purchases of certain financial assets are reported net and classified as investing activities, reflecting the Group’s requirement to hold structural financial assets
such as term deposits in support of business requirements. These were previously reported within ‘Sale/(purchase) of financial investments’.
3 Includes £19m settlement of forward purchases of own shares. At 31 December 2024 the liability was included in other creditors within ‘Trade and other payables’.
TP ICAP GROUP PLC Annual Report and Accounts 2025140
Notes to the Consolidated Financial Statements
for the year ended 31 December 2025
1. General information
As at 31 December 2025, TP ICAP Group plc (the ‘Company’) was a
public company limited by shares incorporated in Jersey under the
Companies (Jersey) Law 1991. The Company’s shares are listed on
the London Stock Exchange with a premium listing. It is the ultimate
parent undertaking of the TP ICAP group of companies (the ‘Group’).
The address of the registered office of the Company is given on
page 182. The nature of the Group’s operations and its principal
activities are set out in the Directors’ report on pages 125 to 127 and
in the Strategic report on pages 8 to 65.
The Company has taken advantage of the exemption provided
in Article 105 (11) of the Companies (Jersey) Law 1991 and
therefore does not present its separate financial statements
and related notes.
2. Basis of preparation
(a) Basis of accounting
The Group’s consolidated financial statements (‘Financial
Statements’) have been prepared in accordance with UK-adopted
International Accounting Standards (‘UK-IFRS’) and EU-adopted
International Financial Reporting Standards (‘EU-IFRS’). UK-IFRS
and EU-IFRS differ in certain respects from each other, however, the
differences have no material impact on these Financial Statements.
The Companies (Jersey) Law 1991 permits financial statements to
be prepared in accordance with EU-IFRS.
The Financial Statements are presented in Pounds Sterling and are
rounded to the nearest million pounds (expressed as £m), except
where otherwise indicated. The material accounting policies are set
out in Note 3.
The Financial Statements have been prepared on the historical cost
basis, except for the revaluation of certain financial instruments
measured at fair value, as explained in the accounting policies.
Historical cost is generally based on the fair value of the consideration
given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that
price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the
Group takes into account the characteristics of the asset or liability
if market participants would take those characteristics into account
when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these
Financial Statements is determined on such a basis, except for
share-based payment transactions that are within the scope of IFRS
2 and measurements that have some similarities to fair value but
are not fair value, such as value in use in IAS 36. Refer to Note 29(h)
for further information on fair value measurement.
(b) Basis of consolidation
The Financial Statements incorporate the results of the Company
and entities controlled by the Company made up to 31 December
each year. Control is achieved where the Company exercises power
over an entity, is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to use its power
to affect the returns from the entity.
The results of subsidiaries acquired or disposed of during the
year are included in the Consolidated Income Statement from the
effective date of acquisition or up to the effective date of disposal,
as appropriate. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies
used into line with those used by the Group. All inter-company
transactions, balances, income and expenses are eliminated
on consolidation.
Non-controlling interests in subsidiaries are identified separately
from the Group’s equity therein. Those interests of non-controlling
shareholders that are present ownership interests entitling their
holders to a proportionate share of net assets upon liquidation may
initially be measured at fair value or at the non-controlling interests’
proportionate share of the fair value of the acquiree’s identifiable
net assets. Other non-controlling interests are initially measured at
fair value. The choice of measurement is made on an acquisition by
acquisition basis. Subsequent to acquisition, the carrying amount
of non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests’ share of subsequent
changes in equity. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling
interest having a deficit balance.
Changes in the Group’s interests in subsidiaries that do not result
in a loss of control are accounted for as equity transactions. The
carrying amount of the Group’s interests and the non-controlling
interests are adjusted to reflect the changes in their relative interests
in the subsidiaries. Any differences between the amount by which
the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and
attributed to the owners of the Company.
Upon the acquisition of Neptune Networks Limited in May 2025,
the Group made an accounting policy choice to follow the
principles of IAS 32 Financial Instruments: Presentation and did not
recognise a non-controlling interest in respect of shares owned by
third parties, owing to a written put option that may require the
Group to purchase these shares at a future date. Refer to Note 32
for further information.
When the Group loses control of a subsidiary, the profit or loss on
disposal is calculated as the difference between (i) the aggregate
of the fair value of the consideration received and the fair value of
any retained interest and (ii) the previous carrying amount of the
assets, including goodwill, less liabilities of the subsidiary and any
non-controlling interests. Amounts previously recognised in other
comprehensive income in relation to the subsidiary are accounted
for in the same manner as would be required if the relevant assets
or liabilities were disposed of. The fair value of any investment
retained in the former subsidiary at the date when control was lost
is regarded as the fair value on initial recognition for subsequent
accounting under IFRS 9 Financial Instruments or, when applicable,
the cost on initial recognition of an investment in an associate or
jointly controlled entity.
(c) Going concern
The Directors of the Company have, at the time of approving the
Financial Statements, 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 these
Financial Statements. Thus they continue to adopt the going
concern basis of accounting in preparing the Financial Statements.
See ‘Viability statement and going concern’ on page 55.
(d) New and amended standards adopted by the Group
The following new and revised standards and interpretations which
have been endorsed by both the UK Endorsement Board and
European Commission are effective from 1 January 2025 but they
do not have a material effect on the Group’s Financial Statements:
> Amendments to IAS 21 on lack of exchangeability.
TP ICAP GROUP PLC Annual Report and Accounts 2025141
Financial statements
2. Basis of preparation continued
(e) New and amended standards not yet adopted
At the date of authorisation of these Financial Statements, the
following new and revised standards and interpretations were in
issue but not yet effective. The Group has not applied these Standards
or Interpretations in the preparation of the Financial Statements:
> Amendments to IFRS 9 and IFRS 7 on classification and
measurement of financial instruments;
> IFRS 18 Presentation and Disclosure in Financial Statements; and
> IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The amendments to IFRS 9 and IFRS 7 are not expected to have a
material effect on the Group’s operations or Financial Statements.
IFRS 19 will not be applicable to these Financial Statements.
IFRS 18 will replace IAS 1 Presentation of Financial Statements,
introducing new requirements intended to improve the
comparability of financial performance of similar entities. Whilst
IFRS 18 will not affect recognition or measurement of items in the
Financial Statements, it is expected to have substantial effects
on the presentation of the Consolidated Income Statement,
limited effects on the presentation of the Consolidated Balance
Sheet and Consolidated Cash Flow Statement, and introduce
additional disclosures.
Management is currently assessing the detailed implications of the
new standard. The following aspects of IFRS 18 may result in changes
in the presentation of the Group’s Consolidated Income Statement:
> Entities are required to present the income statement in the
following order: operating activities, investing activities,
financing activities, income taxes and discontinued operations.
This may result in income and expenses such as interest on cash
and cash equivalents, interest on financial assets, share of results
of associates and joint ventures being presented earlier within
the Consolidated Income Statement;
> Entities are required to present an ‘Operating profit’ subtotal
consisting of operating activities only, and a ‘Profit before
financing and income tax’ subtotal consisting of operating
activities and investing activities. The Group expects that
‘Earnings before interest and tax’ currently presented will be
very similar to ‘Operating profit’ required by IFRS 18; and
> Some reclassifications between line items may occur due to
requirements to allocate foreign exchange gains and losses
according to the underlying activity. For example, foreign
exchange gains and losses on cash and cash equivalents must be
included in ‘Profit before financing and income tax’ under IFRS
18, whereas these gains and losses are currently presented in
‘Finance costs’ which is below this subtotal.
In the Group’s Consolidated Balance Sheet, it is expected that
assets within ‘Intangible assets arising from consolidation’ and
‘Other intangible assets’ will be reclassified into ‘Goodwill’ and
‘Intangible assets’. The classification assessment of items of income
and expenses may also affect the classification of cash flows
between operating activities, investing activities and financing
activities within the Consolidated Cash Flow Statement since minor
amendments to IAS 7 Statement of Cash Flows will take effect in
conjunction with IFRS 18.
Additional disclosures will be required on management-defined
performance measures, which are similar to Alternative
Performance Measures already disclosed by the Group.
The Group intends to apply IFRS 18 from its mandatory effective
date of 1 January 2027. Retrospective application is required,
therefore the comparative information for the financial year
ending 31 December 2026 will be restated in the Group’s Financial
Statements for the year ending 31 December 2027, and
reconciliations necessary to explain changes in line item
presentation will be disclosed.
(f) Changes in presentation and restatement
The Group has changed its accounting presentation of certain
assets and liabilities within the Consolidated Balance Sheet in order
to better reflect the requirements of IAS 1 Presentation of Financial
Statements and to aggregate line items that are individually less
material and not core to the Group’s operations. These changes are:
> ‘Investment in associates’ and ‘Investment in joint ventures’ are
now collectively presented as ‘Investments in associates and
joint ventures’;
> ‘Investment properties’, ‘Retirement benefit assets’ and ‘Other
long-term receivables’ are now collectively presented as ‘Other
non-current assets’;
> ‘Retirement benefit obligations’ and ‘Other long-term payables’
are now collectively presented as ‘Other non-current liabilities’; and
> ‘Loans and borrowings’ excludes overdrafts which are now
presented as a separate line item in current liabilities.
None of these changes affected total assets or total liabilities,
or the classification of these balances as current or non-current,
as of 31 December 2024.
The Group has restated its presentation of line items within net cash
flow from investing activities. Purchases and redemptions of
government debt securities were previously reported net in ‘Sale/
(purchase) of financial investments’. In management’s view, it is
more appropriate to present the purchases and redemptions of
these securities separately from other financial investments, in
accordance with IAS 7 Statement of Cash Flows. This change has
not affected total net cash flow from investing activities or
(decrease)/increase in cash and overdrafts for the year ended
31 December 2024.
(g) Comparative information
The following notes have restatements of the prior year
comparative information due to the changes in presentation
described above or otherwise:
> Note 4 ‘Segmental analysis’ on analysis by operating segment;
> Note 26 ‘Loans and borrowings’; and
> Note 29(h) ‘Financial instruments’ on fair value measurements.
TP ICAP GROUP PLC Annual Report and Accounts 2025142
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
3. Summary of material accounting policies
(a) Income recognition
Revenue, which excludes sales taxes, includes brokerage including
commissions, fees earned and subscriptions for information sales.
Fee income is recognised when the related services are completed
and the income is considered receivable.
Each segment comprises the following types of revenue:
(i) Name Passing brokerage, where counterparties to a transaction
settle directly with each other. Revenue for the service of
matching buyers and sellers of financial instruments is stated
net of sales taxes, rebates and discounts and is recognised in
full on trade date (point in time recognition);
(ii) Matched Principal brokerage revenue, being the net proceeds
from a commitment to simultaneously buy and sell financial
instruments with counterparties, is recognised on trade date;
(iii) Executing Broker brokerage, where the Group executes
transactions on certain regulated exchanges and then ‘gives-up’
the trade to the relevant client, or its clearing member. Revenue
for the service of matching buyers and sellers of financial
instruments is stated net of sales taxes, rebates and discounts and
is recognised in full on trade date (point in time recognition);
(iv) Introducing Broker bro kerage, where the Group arranges
matched transactions where the counterparties transact through
a third-party clearing entity acting as principal. Revenue for the
service of matching buyers and sellers of financial instruments
is stated net of sales taxes, rebates and discounts and is
recognised in full on trade date (point in time recognition);
(v) Other Broking revenue, represents income from certain
regulated exchanges and third-party clearers as a result of
placing trades with those bodies together with revenue from
advisory services. Revenue is stated net of sales taxes, rebates
and discounts and, for trade-related revenue is recognised in
full on trade date (point in time recognition), and for advisory
services is recognised when the service is provided (recognised
over time); and
(vi) Data & Analytics fees earned from the sales of price
information from financial and commodity markets to third
parties are recognised on an accruals basis, to match the
provision of the service, subject to constraints in respect of
expected revenues requiring validation of customer usage.
The Group has a right to consideration in an amount that
corresponds directly with the value to the customer of the
Group’s performance completed to date. Unconstrained
revenue is recognised over time, with constrained revenue
relating to past performance obligations recognised at the
time it is deemed highly probable. The Group has applied the
practical expedient in IFRS 15, allowing for the non-disclosure
of both the amount of the transaction price allocated to the
remaining performance obligations, and an explanation of
when it expects to recognise that amount.
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable.
Dividend income from investments is recognised when the Group’s
right to receive the payment is established.
(b) Business combinations
Acquisitions of subsidiaries and businesses are accounted for using
the acquisition method. The consideration for each acquisition is
measured at the aggregate of the fair values (at the date of
exchange) of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree. Acquisition costs are recognised in profit or loss as incurred.
Where applicable, deferred consideration for the acquisition
includes any asset or liability resulting from a non-contingent or
contingent consideration arrangement, measured at its acquisition
date fair value. Subsequent changes in such fair values of contingent
consideration are adjusted against the cost of the acquisition where
they qualify as measurement period adjustments. The measurement
period is the period from the date of acquisition to the date the Group
obtains complete information about the facts and circumstances
that existed as of the acquisition date, and is subject to a maximum
of one year. All subsequent changes in the fair value of contingent
consideration classified as an asset or a liability are accounted for
in accordance with relevant IFRSs. The cash settlement of deferred
consideration is reported as part of investing activities in the cash
flow. Deferred consideration classified as equity is not remeasured
(outside of the measurement period) with subsequent settlement
accounted for within equity.
The acquiree’s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are
recognised at their fair value at the acquisition date, except that:
> Deferred tax assets or liabilities are recognised and measured
in accordance with IAS 12 Income Taxes;
> Liabilities or assets related to employee benefit arrangements
are recognised and measured in accordance with IAS 19
Employee Benefits ;
> Acquiree share-based payment awards replaced by Group awards
are measured in accordance with IFRS 2 Share-based Payment;
> Assets or disposal groups that are classified for sale are measured
in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations; and
> Lease liabilities are valued based on the present value of the
remaining lease payments. Right-of-use-assets are measured at
the same amount of the lease liability, adjusted to reflect
favourable or unfavourable terms of the lease when compared
with market terms.
If the initial accounting for a business combination is incomplete by
the end of the reporting period in which the business combination
occurs, provisional amounts are reported. Those provisional amounts
are adjusted during the measurement period, or additional assets
or liabilities recognised, to reflect the facts and circumstances that
existed as at the acquisition date.
Non-controlling interests in the acquired entity are initially
measured at the non-controlling interest’s proportion of the net fair
value of the assets, liabilities and contingent liabilities recognised.
(c) Goodwill
Goodwill arising on consolidation represents the excess of the
cost of acquisition over the Group’s interest in the fair value
of the identifiable assets, liabilities and contingent liabilities of
a subsidiary or group of assets and liabilities that constitute a
business at the date of acquisition. Goodwill is initially recognised
at cost and is subsequently measured at cost less any accumulated
impairment losses.
Goodwill recognised as an asset is reviewed for impairment at
least annually. Any impairment loss is recognised as an expense
immediately and is not subsequently reversed. For the purpose of
impairment testing goodwill is allocated to groups of individual
cash-generating units (‘CGUs’) expected to benefit from the
synergies of the combination. CGUs to which goodwill has been
allocated are tested for impairment annually, or more frequently
when there is an indication that the unit may be impaired. If the
recoverable amount of the CGU is less than the carrying amount of
any goodwill allocated to the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro-rata on the basis
of the carrying amount of each asset in the unit.
TP ICAP GROUP PLC Annual Report and Accounts 2025143
Financial statements
3. Summary of material accounting policies continued
(c) Goodwill continued
Goodwill arising on the acquisition of an associate or joint venture
is included within the carrying value of the associate or the joint
venture and not presented separately. Goodwill arising on the
acquisition of subsidiaries is included within ‘Intangible assets
arising on consolidation’ in the Consolidated Balance Sheet.
On disposal of a subsidiary, associate or joint venture, the
attributable amount of goodwill is included in the determination
of the profit or loss on disposal.
(d) Investments in associates and joint ventures
An associate is an entity over which the Group is in a position to
exercise significant influence. Significant influence is the power to
participate in the financial and operating decisions of the investee
but is not control or joint control over these policies.
A joint arrangement is a contractual arrangement whereby the
Group and other parties undertake an economic activity that is
subject to joint control. A joint venture is a joint arrangement which
involves the establishment of a separate entity in which each party
has rights to the net assets of the arrangement.
The profit, assets and liabilities of associates and joint ventures
are incorporated in these Financial Statements based on financial
information made up to 31 December each year using the equity
method of accounting, except when an investee is classified as held
for sale. Investments in associates and joint ventures are carried in
the Consolidated Balance Sheet at cost as adjusted by post-
acquisition changes in the Group’s share of the net assets of the
investee, less any impairment in the value of individual investments.
Any excess of the cost of acquisition over the Group’s share of the
fair values of the identifiable net assets of the associate or joint
venture at the date of acquisition is included in the carrying amoun t
of the investment and not separately presented as goodwill. Any
discount in the cost of acquisition below the Group’s share of the
fair value of the identifiable net assets of the investee at the date
of acquisition is credited to profit or loss in the year of acquisition.
(e) Intangible assets
Software and software development costs
An internally generated intangible asset arising from the Group’s
software development is recognised at cost only if all of the
following conditions are met:
> An asset is created that can be identified;
> It is probable that the asset created will generate future
economic benefits; and
> The development costs of the asset can be measured reliably.
Where the above conditions are not met, costs are expensed
as incurred.
Acquired separately or from a business combination
Intangible assets acquired separately are capitalised at cost and
intangible assets acquired in a business acquisition are capitalised
at fair value at the date of acquisition. The useful lives of these
intangible assets are assessed to be either finite or indefinite.
Amortisation charged on assets with a finite useful life is taken
to the income statement through administrative expenses.
Other than software development costs, intangible assets created
within the business are not capitalised and expenditure is charged
to the income statement in the year in which the expenditure
is incurred.
Intangible assets are amortised over their finite useful lives
generally on a straight-line basis, as follows:
Software:
Purchased or developed – up to 5 years
Software licences – over the period of the licence
Acquisition intangibles:
Brand/Trademarks – up to 5 years
Customer relationships – 2 to 20 years
Other intangibles – over the period of the contract
Intangible assets are subject to impairment review if there are
events or changes in circumstances that indicate that the carrying
amount may not be recoverable.
Gains or losses arising from derecognition of an intangible asset are
measured as the difference between the net disposal proceeds and
the carrying amount of the asset and are recognised in the income
statement when the asset is derecognised.
(f) Property, plant and equipment
Freehold land is stated at cost. Buildings, furniture, fixtures,
equipment and motor vehicles are stated at cost less accumulated
depreciation and any recognised impairment loss. Depreciation is
provided on all tangible fixed assets at rates calculated to write off
the cost, less estimated residual value based on prices prevailing
at the date of acquisition, of each asset on a straight-line basis
over its expected useful life as follows:
Furniture, fixtures
and equipment – 3 to 10 years
Short and long leasehold
land and buildings – period of the lease
Freehold land – infinite
Freehold buildings – 50 years
Leasehold improvements – shorter of the period of the lease
or useful life
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 income.
(g) Impairment of tangible and intangible assets
excluding goodwill
At each balance sheet date, the Group reviews the carrying
amounts of its tangible and intangible assets with finite lives to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss. Where the asset does not generate
cash flows that are independent from other assets, the Group
estimates the recoverable amount of the CGU to which the asset
belongs. Intangible assets with indefinite useful lives are tested for
impairment annually and whenever there is an indication that the
asset may be impaired.
Recoverable amount is the higher of fair value less any cost to sell
and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present values using a pre-tax discount
rate that reflects current market assessments of the time value of
money and the risks specific to the asset.
If the recoverable amount of an asset (or CGU) is estimated to
be less than its carrying amount, the carrying amount of the asset
(or CGU) is reduced to its recoverable amount. Impairment losses
are recognised as an expense immediately. Where an impairment
loss subsequently reverses, the carrying amount of the asset (or CGU)
is increased to the revised estimate of its recoverable amount, but
so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss
been recognised for the asset (or CGU) in prior years. A reversal of
an impairment loss is recognised as income immediately, unless the
relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
TP ICAP GROUP PLC Annual Report and Accounts 2025144
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
3. Summary of material accounting policies continued
(h) Broker contract payments
Payments made to brokers under employment contracts which are
in advance of the expected economic benefit due to the Group are
accounted for as prepayments and included within trade and other
receivables. Payments made in advance are subject to repayment
conditions during the contract period and the prepayment is
amortised over the shorter of the contract term and the period
the payment remains recoverable. Amounts that are irrecoverable,
or become irrecoverable, are written off immediately.
Payments made in arrears are accrued and are included within
trade and other payables.
(i) Financial instruments
Financial assets and financial liabilities are recognised on
the Group’s balance sheet when the Group has become a party
to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured
at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities subsequently
measured at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or
financial liabilities that are subsequently measured at fair value
through profit or loss are recognised immediately in profit or loss.
All regular way purchases or sales of financial assets are recognised
and derecognised on a settlement date basis. Regular way purchases
or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation
or convention in the marketplace.
All recognised financial assets are measured subsequently in their
entirety at either amortised cost or fair value, depending on the
classification of the financial assets.
Classification of financial assets
The classification of financial assets is based both on the business
model within which the asset is held and the contractual cash flow
characteristics of the asset.
Debt instruments that meet the following conditions are measured
subsequently at amortised cost:
> The financial asset is held within a business model whose
objective is to hold financial assets in order to collect contractual
cash flows; and
> The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Debt instruments that meet the following conditions are
measured subsequently at fair value through other comprehensive
income (‘FVTOCI’):
> The financial asset is held within a business model whose
objective is achieved by both collecting contractual cash flows
and selling the financial assets; and
> The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently
at fair value through profit or loss (‘FVTPL’).
The Group may make the following irrevocable elections
or designations at initial recognition of a financial asset:
> To irrevocably elect to present subsequent changes in fair value
of an equity investment in other comprehensive income if certain
criteria are met; and
> To irrevocably designate a debt investment that meets the
amortised cost or FVTOCI criteria as measured at FVTPL if doing
so eliminates or significantly reduces an accounting mismatch.
Debt instruments at FVTOCI
Debt instruments at FVTOCI are initially measured at fair value plus
transaction costs. Subsequently, changes in the carrying amount as
a result of foreign exchange gains and losses, impairment gains or
losses, and interest income calculated using the effective interest
method are recognised in profit or loss.
All other changes in the carrying amount of these debt instruments
are recognised in other comprehensive income and accumulated
in the revaluation reserve. When such assets are derecognised,
the cumulative gains or losses previously recognised in other
comprehensive income are reclassified to profit or loss.
Equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable
election, on an instrument-by-instrument basis, to designate
investments in equity instruments at FVTOCI. Designation at
FVTOCI is not permitted if the equity investment is held for trading
or if it is contingent consideration recognised by an acquirer in
a business combination.
Investments in equity instruments at FVTOCI are initially measured
at fair value plus transaction costs. Subsequently, they are measured
at fair value with gains and losses arising from changes in fair value
recognised in other comprehensive income and accumulated in the
revaluation reserve. On disposal of the equity instruments, the
cumulative gain or loss is transferred to retained earnings and not
reclassified to profit or loss. Dividends on these investments in equity
instruments are recognised in profit or loss unless the dividends
clearly represent a recovery of part of the cost of the investment.
Dividends are included as finance income in profit or loss.
The Group has designated all investments in equity instruments
that are not held for trading as at FVTOCI on initial application
of IFRS 9.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured
at amortised cost or FVTOCI are measured at FVTPL. Specifically:
> Financial assets held for trading, having been acquired for
the purpose of fulfilling a sell commitment either immediately
meeting or in the very near term. Regular way purchases are
recognised at fair value on settlement date, however fair value
movements between trade date and settlement date are
recognised in profit or loss with the associated asset or liability
recorded in financial assets or financial liabilities at fair value
through profit or loss until the asset is recognised;
> Investments in equity instruments are classified as at FVTPL,
unless the Group designates an equity investment that is neither
held for trading nor a contingent consideration arising from a
business combination as at FVTOCI on initial recognition; and
> Debt instruments that do not meet the amortised cost criteria or
the FVTOCI criteria are classified as at FVTPL. Debt instruments
that meet either the amortised cost criteria or the FVTOCI criteria
may be designated as at FVTPL upon initial recognition if such
designation eliminates or significantly reduces a measurement
or recognition inconsistency that would arise from measuring
assets or liabilities or recognising the gains and losses on them
on different bases. The Group has not designated any debt
instruments as at FVTPL.
TP ICAP GROUP PLC Annual Report and Accounts 2025145
Financial statements
3. Summary of material accounting policies continued
(i) Financial instruments continued
A financial asset is held for trading if:
> It has been acquired principally for the purpose of selling it in the
near term; or
> On initial recognition it is part of a portfolio of identified
financial instruments that the Group manages together and has
evidence of a recent actual pattern of short-term profit-taking; o r
> It is a derivative, except for a derivative that is a financial guarante e
contract or a designated and effective hedging instrument.
The Group’s financial assets arising from Matched Principal tradin g
activities and derivative financial assets that are not designated in
a hedging relationship are classified as held for trading.
Financial assets at FVTPL are measured at fair value at the end
of each reporting period, with any fair value gains or losses recognise d
in profit or loss to the extent they are not part of a designated
hedging relationship. The net gain or loss recognised in profit or
loss includes any dividend or interest earned on the financial asset.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual
rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of
ownership of the asset. If the Group neither transfers nor retains
substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Group recognises its retained
interest in the asset and an associated liability for amounts it may
have to pay. If the Group retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises
a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost,
the difference between the asset’s carrying amount and the sum
of the consideration received and receivable is recognised in profit
or loss. On derecognition of an investment in a debt instrument
classified as at FVTOCI, the cumulative gain or loss previously
accumulated in the revaluation reserve is reclassified to profit or
loss. On derecognition of an investment in an equity instrument
which the Group has elected on initial recognition to measure at
FVTOCI, the cumulative gain or loss previously accumulated in the
revaluation reserve is not reclassified to profit or loss, but is
transferred to retained earnings.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses
(‘ECL’) on investments in debt instruments that are measured at
amortised cost or at FVTOCI, lease receivables, trade receivables
and contract assets. The amount of expected credit losses is
updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument.
The Group always recognises lifetime ECL for trade receivables
and contract assets (without a significant financing component).
The expected credit losses on these financial assets are estimated
using a provision matrix by reference to business division, balance
ageing, past default experience of the debtor and an analysis of
the debtors’ current financial position, adjusted for factors that are
specific to the debtors.
For all other financial instruments, the Group recognises lifetime
ECL when there has been a significant increase in credit risk since
initial recognition. If the credit risk on the financial instrument has
not increased significantly since initial recognition, the Group
measures the loss allowance for that financial instrument at an
amount equal to 12-month ECL. Lifetime ECL represents the
expected credit losses that will result from all reasonably possible
default events over the expected life of a financial instrument.
12-month ECL represents the portion of lifetime ECL that is
expected to result from default events on a financial instrument
that are possible within 12 months after the reporting date.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument
has increased significantly since initial recognition, the Group
compares the risk of a default occurring on the financial
instrument at the reporting date with the risk of a default occurring
on the financial instrument at the date of initial recognition.
In making this assessment, the Group considers both quantitative
and qualitative information that is reasonable and supportable,
including historical experience and forward-looking information
that is available without undue cost or effort.
The following information is taken into account when assessing
whether credit risk has increased significantly since initial recognition:
> An actual or expected significant deterioration in the financial
instrument’s external or internal credit rating;
> Significant deterioration in external market indicators of credit
risk for a particular financial instrument;
> Existing or forecast adverse changes in business, financial or
economic conditions that are expected to cause a significant
decrease in the debtor’s ability to meet its debt obligations;
> An actual or expected significant deterioration in the operating
results of the debtor; and
> Significant increases in credit risk on other financial instruments
of the same debtor; an actual or expected significant adverse
change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease
in the debtor’s ability to meet its debt obligations.
The Group presumes that the credit risk on a financial asset
has increased significantly since initial recognition when
contractual payments are more than 30 days past due, unless
the Group has reasonable and supportable information that
demonstrates otherwise.
The Group assumes that the credit risk on a financial instrument has
not increased significantly since initial recognition if the financial
instrument is determined to have low credit risk at the reporting
date. A financial instrument is determined to have low credit risk if:
> The financial instrument has a low risk of default;
> The debtor has the capacity to meet its contractual cash flow
obligations in the near term; and
> Adverse changes in economic and business conditions in
the longer term may, but will not necessarily, reduce the ability
of the borrower to fulfil its contractual cash flow obligations.
The Group considers a financial asset to have low credit risk when its
credit risk rating is equivalent to the globally understood definition
of ‘investment grade’. The Group considers this to be Baa3 or higher
per Moody’s or BBB- or higher per both Standard & Poor’s and Fitch.
The Group monitors the effectiveness of the criteria used to
identify whether there has been a significant increase in credit risk
and revises them as appropriate to ensure that the criteria are
capable of identifying a significant increase in credit risk before
the amount becomes past due.
Credit-impaired financial assets
A financial asset is ‘credit-impaired’ when one or more events that
have a detrimental impact on the estimated future cash flows of
the financial asset have occurred.
TP ICAP GROUP PLC Annual Report and Accounts 2025146
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
3. Summary of material accounting policies continued
(i) Financial instruments continued
Definition of default
The Group considers a financial asset to be in default when:
> The borrower is unlikely to pay its credit obligations to the Group
in full, without recourse by the Group to actions such as realising
security (if any is held); or
> The financial asset is more than 90 days past due, unless
the Group has reasonable and supportable information that
demonstrates otherwise.
The maximum period considered when estimating ECLs is the maximum
contractual period over which the Group is exposed to credit risk.
Write-off policy
The Group writes off a financial asset when there is information
indicating that the debtor is in severe financial difficulty and there
is no realistic prospect of recovery. Financial assets written off may
still be subject to enforcement activities under the Group’s recovery
procedures, taking into account legal advice where appropriate.
Any recoveries made are recognised in profit or loss.
Presentation of impairment
Loss allowances for financial assets measured at amortised
cost are deducted from the gross carrying amount of the assets.
For debt securities at FVTOCI, the loss allowance is recognised
in OCI, instead of reducing the carrying amount of the asset.
Impairment losses and changes in loss allowances related to trade
and other receivables, including settlement balances and deposits
paid for securities borrowed, are presented in general and
administrative expenses due to materiality considerations.
Impairment losses on other financial assets are presented under
‘finance costs’, and not presented separately in the statement of
profit or loss and OCI owing to materiality considerations.
Financial liabilities and equity
Debt and equity instruments are classified as either financial
liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Group are recognised at the
proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised
and deducted directly in equity. No gain or loss is recognised in
profit or loss on the purchase, sale, issue or cancellation of the
Company’s own equity instruments.
Financial liabilities
All financial liabilities are initially recognised at their fair value
and subsequently measured at amortised cost using the effective
interest method or at FVTPL.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration
of an acquirer in a business combination, (ii) held-for-trading,
or (iii) designated as at FVTPL, are measured subsequently
at amortised cost using the effective interest method.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial
liability is (i) contingent consideration of an acquirer in a business
combination, (ii) held for trading or (iii) it is designated as at FVTPL
on initial recognition.
A financial liability is classified as held for trading if:
> It has been acquired principally for the purpose of repurchasing
it in the near term; or
> On initial recognition it is part of a portfolio of identified
financial instruments that the Group manages together and
has a recent actual pattern of short-term profit-taking; or
> It is a derivative, except for a derivative that is a financial guarantee
contract or a designated and effective hedging instrument.
Financial liabilities arising from Matched Principal trading
activities and derivative financial liabilities not designated in
hedging relationships are classified as held for trading.
The Group has not designated any financial liabilities as at FVTPL.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when,
the Group’s obligations are discharged, cancelled or have expired.
The difference between the carrying amount of the financial
liability derecognised and the consideration paid or payable
is recognised in profit or loss.
When the Group exchanges with the existing lender one debt
instrument into another one with substantially different terms,
such exchange is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability.
Similarly, the Group accounts for substantial modification of terms
of an existing liability or part of it as an extinguishment of the
original financial liability and the recognition of a new liability. It is
assumed that the terms are substantially different if the discounted
present value of the cash flows under the new terms, including any
fees paid net of any fees received and discounted using the original
effective rate, is at least 10% different from the discounted present
value of the remaining cash flows of the original financial liability.
If the modification is not substantial, the difference between:
(i) the carrying amount of the liability before the modification; and
(ii) the present value of the cash flows after modification should be
recognised in profit or loss as the modification gain or loss within
‘Other (losses)/gains’.
(j) Derivative financial instruments
The Group enters into foreign exchange forwards to manage its
exposure to assets and liabilities denominated in foreign currencies.
The Group also enters into equity derivatives such as total return
swaps, either on a simultaneous back-to-back transaction basis or
in conjunction with transactions in the same underlying equity
securities to hedge the equity price risk. The Group does not use
derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value at the date the
derivative contract is entered into and are subsequently remeasured
at FVTPL. A derivative with a positive fair value is presented as a
financial asset whereas a derivative with a negative fair value is
presented as a financial liability. Derivatives are not offset in the
Consolidated Balance Sheet unless the Group has both the legal
right and intention to offset.
In the current and prior year all derivatives were presented in
‘Financial assets measured at fair value through profit or loss’ or
‘Financial liabilities measured at fair value through profit or loss’.
Net fair value gains or losses from foreign exchange forwards used
to manage non-GBP assets arising from operating activities are
reported in ‘Other (losses)/gains’, and net fair value gains or losses
from foreign exchange forwards used to manage non-GBP liabilities
arising from financing activities are reported in ‘Finance costs’. Net
fair value gains from total return swaps are reported in revenue as
they only arise from customer transactions.
TP ICAP GROUP PLC Annual Report and Accounts 2025147
Financial statements
3. Summary of material accounting policies continued
(k) Hedge accounting
The Group did not designate any hedge accounting relationships
in the current or prior year.
(l) Matched Principal transactions
The Group engages in Matched Principal transactions whereby
securities are bought from one counterparty and simultaneously
sold to another counterparty. Settlement of such transactions is
primarily on a delivery vs payment basis and typically takes place
within a few business days of the trade date according to the
relevant market rules and conventions. Matched Principal
transactions in securities are initially recognised as forward
transactions on trade date, with gains and losses between trade
date and settlement date recognised in profit or loss, and the asset
or liability recognised or derecognised on settlement of the related
purchase or sale. Any unsettled assets or liabilities recognised are
measured at FVTPL.
The Group engages in transactions whereby back-to-back derivative
transactions are simultaneously entered with counterparties. The
financial instruments are reported gross except where a netting
agreement that is legally enforceable at all times exists and the
Group intends to settle the asset and liability simultaneously.
The Group engages in the purchase or sale of equity total return
swaps which are hedged through the short sale or purchase of the
equity securities referenced in the swaps. The equity securities may
be borrowed from counterparties in order to execute a short sale, or
equity securities purchased may be loaned to counterparties, both
on a fully collateralised basis. Where the Group purchases equity
securities from and sells a total return swap referencing the same
securities to the same counterparty, it recognises a receivable from
the counterparty instead of the equity securities and the derivative,
in accordance with IFRS 9 Financial Instruments. Balances arising
from these transactions may not be offset unless a netting
agreement that is legally enforceable at all times exists and the
Group intends to settle the assets and liabilities simultaneously.
(m) Other stock lending transactions
The Group acts as an intermediary between its customers for
collateralised stock lending transactions. Such trades are complete
only when both the collateral and stock for each side of the
transaction are returned. Collateral received or placed can be either
cash or a non-cash financial instrument. For cash collateralised
transactions, the gross amounts of cash collateral receivable from
customers are disclosed in ‘Trade and other receivables’ as deposits
paid for securities borrowed, and cash collateral payable to
customers are disclosed in ‘Trade and other payables’ as deposits
received for securities loaned. Non-cash collateral is assessed
against the de-recognition and recognition criteria of IFRS 9. Where
the requirements of IFRS 9 are not met, non-cash collateral is not
recognised in the statement of financial position.
(n) Cash and cash equivalents, and term deposits
Cash comprises cash in hand and demand deposits which may
be accessed without penalty. Cash equivalents comprise short-term
highly liquid investments with a maturity of less than three months
from the date of acquisition. For the purposes of the Consolidated
Cash Flow Statement, cash and cash equivalents consist of cash
and cash equivalents as defined above, net of outstanding bank
overdrafts which are repayable on demand and form an integral
part of the Group’s cash management.
The Group holds money, and occasionally financial instruments,
on behalf of customers (client money) in accordance with local
regulatory rules. Since the Group is not beneficially entitled to these
amounts, they are excluded from the Consolidated Balance Sheet
along with the corresponding liabilities to customers.
Term deposits comprise amounts held with a central counterparty
clearing house (‘CCP’), or a financial institution providing the
Group with access to a CCP, and funds set aside for regulatory
purposes, and which do not meet the definition of cash and cash
equivalents. Term deposits have a maturity period of three months
or more.
Where the Group holds cash and cash equivalents, or term deposits
that are subject to third-party obligations that restrict their use to
specific purposes, such balances are reported as restricted within
the relevant balance.
(o) Loans and borrowings
All loans and borrowings are initially recognised at fair value,
being the consideration received net of issue costs associated
with the borrowing.
After initial recognition, loans and borrowings are measured at
amortised cost using the effective interest rate method. Amortised
cost is calculated taking into account contractual interest, any
direct issuance costs and any discounts or premium on the issuance
price compared to notional. Income measured using the effective
interest method is recognised in ‘Finance costs’, and any gain or loss
on derecognition is presented in ‘Other (losses)/gains’.
(p) Provisions
Provisions are recognised when the Group has a present obligation,
legal or constructive, as a result of a past event where it is probable
that this will result in an outflow of economic benefits that can be
reliably estimated.
Provisions for restructuring costs are recognised when the Group
has a detailed formal plan for the restructuring, which has been
notified to affected parties.
(q) Foreign currencies
The individual financial statements of each Group company are
prepared in the currency of the primary economic environment
in which it operates (the ‘functional currency’). The Financial
Statements are presented in Pounds Sterling.
In preparing the financial statements of the individual companies,
transactions in currencies other than the functional currency are
recorded at average rates approximating to the rates of exchange
prevailing on the dates of the transactions, unless exchange rates
fluctuate significantly, in which case the exchange rates at the date
of transactions are used. Gains and losses arising from the
settlement of these transactions, and from the retranslation of
monetary assets and liabilities denominated in currencies other
than the functional currency at rates prevailing at the balance
sheet date are recognised in the income statement. Gains and
losses are presented within ‘Other (losses)/gains’ in the income
statement or, for gains and losses on foreign currency borrowings
as part of ‘Finance costs’. Non-monetary assets and liabilities
denominated in currencies other than the functional currency that
are measured at historical cost or fair value are translated at the
exchange rate at the date of the transaction or at the date the fair
value was determined.
For the purpose of presenting the Financial Statements, the assets
and liabilities of the Group’s foreign operations are translated at
exchange rates prevailing on the balance sheet date. Exchange
differences arising are classified as other comprehensive income
and transferred to the Group’s translation reserve. Such translation
differences are recognised as income or as expense in the year in
which the operation is disposed of. Income and expense items are
translated at average exchange rates for the year, unless exchange
rates fluctuate significantly during that year, in which case the
exchange rates at the date of transactions are used.
TP ICAP GROUP PLC Annual Report and Accounts 2025148
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
3. Summary of material accounting policies continued
(r) Taxation
The tax expense represents the sum of current tax payable arising in
the year, movements in deferred tax and movements in tax provisions.
The current tax payable arising in the year is based on taxable
profit for the year using tax rates that have been enacted or
substantively enacted by the balance sheet date, and any
adjustment to tax payable in respect of prior years.
Deferred tax is accounted for using the balance sheet liability method
in respect of temporary differences arising between the carrying
amount of assets and liabilities in the Financial Statements and the
corresponding tax basis used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all temporary
differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary differences may be utilised. Temporary
differences are not recognised if they arise from goodwill or from
initial recognition of other assets and liabilities in a transaction
which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax is calculated at the rates that are expected to apply
when the asset or liability is settled or when the asset is realised.
Deferred tax is charged or credited in the income statement,
except when it relates to items credited or charged directly to other
comprehensive income or equity, in which case the deferred tax
is also dealt with in other comprehensive income or equity.
Deferred tax assets and liabilities are only offset when there is both
a legal right to set-off and an intention to settle on a net basis.
(s) Leases
Definition of a lease
The Group assesses whether a contract is, or contains, a lease if the
contract conveys a right to control the use of an identified asset for
a period of time in exchange for consideration.
At inception or on reassessment of a contract that contains a lease
component, the Group allocates the consideration in the contract
to each lease and non-lease component on the basis of the relative
stand-alone prices. However, for leases of office premises the Group
has elected not to separate non-lease components and will instead
account for the lease and non-lease components as a single
lease component.
As a lessee
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases (up to 12 months) and leases of low
value assets (less than £5,000). The Group recognises the lease
payments associated with these leases as an expense on a
straight-line basis over the lease term.
The Group recognises a right-of-use asset and a lease liability at
the lease commencement date, the date at which the Group first
controls use of the underlying asset. The right-of-use asset is initially
measured equal to the lease liability, subject to adjustments
including lease payments made on or before the commencement
date and the present value of expected costs to reinstate leased
premises to their original condition at the end of the lease.
Right-of-use assets are subsequently depreciated straight-line over
the lease term, and adjusted for certain remeasurements of
the lease liability. Impairment losses may arise when management
has committed to no longer use a physically distinct portion of
leased premises for the remainder of the lease term.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate
cannot be readily determined, the Group’s incremental borrowing
rate reflecting the lease term and the country in which it resides.
Generally, the Group uses its incremental borrowing rate as the
discount rate.
The lease liability is subsequently increased by the interest expense
on the lease liability and decreased by lease payments made. It is
remeasured when there is a change in the future lease payments
arising from a change in an index or a rate, a change in the estimate
of the amount expected to be payable under a residual value
guarantee, or as appropriate, changes in the assessment of whether
a purchase or extension option is reasonably certain to be exercised
or a termination option is reasonably certain not to be exercised.
Where a lease contract is modified and the lease modification is
not accounted for as a separate lease, the lease liability is
remeasured based on the lease term of the modified lease by
discounting the revised lease payments using a prevailing discount
rate at the effective date of the modification.
Lease cash flows are split into payments of principal and
interest and are presented as financing and operating cash
flows respectively.
The Group has applied judgement to determine the lease term for
some lease contracts in which it is a lessee that includes termination
and/or renewal options and for leases which the Group has
enforceable rights that extend the lease agreement. The assessment
of whether the Group is reasonably certain to exercise such options
or whether the Group is able to enforce its additional rights impacts
the lease term, which affects the amount of lease liabilities and
right-of-use assets recognised.
As a lessor
The Group sub-leases some of its leased properties. Where the
Group is an intermediate lessor, it accounts for the head lease and
the sub-lease as two separate contracts and classifies the sub-lease
as either a finance or operating lease by reference to the right-of-
use asset arising from the head lease.
Where sub-lease agreements are assessed as finance leases, the
Group derecognises the right-of-use asset and records its interest in
finance lease receivables. Lease receipts are apportioned between
finance income and a reduction in the finance lease receivable.
As required by IFRS 9, an allowance for expected credit losses
is recognised on the finance lease receivables.
Where sub-leases are classified as operating leases, the right-of-use
asset is reclassified as investment property, measured at fair value
and presented within ‘Other non-current assets’. Operating lease
receipts are recognised in ‘Other operating income’ on a straight-
line basis over the lease term.
(t) Share-based awards
Equity-settled share-based awards issued to employees are
measured at fair value at the date of grant. The fair value
determined at the grant date of the equity-settled share-based
awards is expensed on a straight-line basis over the vesting period,
based on the Group’s estimate of shares that will eventually vest. 
The estimated grant date fair value of awards is based on the
share price at grant date, reduced where shares do not qualify for
dividends during the vesting period. Market-based performance
conditions for equity-settled awards are reflected in the initial fair
value of the award.
TP ICAP GROUP PLC Annual Report and Accounts 2025149
Financial statements
3. Summary of material accounting policies continued
(t) Share-based awards continued
The fair value of share options issued is determined using
appropriate valuation models. The expected life used in the
models has been adjusted, based on management’s best estimate
for the effects of non-transferability, exercise restrictions and
behavioural considerations.
Cash-settled share-based awards are initially measured at fair
value at the date of grant. Subsequently the awards are fair valued
at each reporting date and a proportionate expense for the
duration of the vesting period elapsed is recognised in the
Consolidated Income Statement together with a liability on the
Consolidated Balance Sheet. 
(u) Treasury and own shares
Where share capital recognised as equity is repurchased, the
amount of the consideration paid, including directly attributable
costs, net of any tax effects, is recognised as a deduction from
equity. When treasury shares are sold or re-issued subsequently,
the amount received is recognised as an increase in equity, and
the resulting surplus or deficit on the transaction is transferred
to or from retained earnings.
Shares repurchased from the open market are recorded in ‘own
shares’ within reserves. Own shares issued to beneficiaries under
share award plans are recorded as a transfer to retained earnings.
(v) Contingent liabilities
Contingent liabilities, which include certain guarantees and letters
of credit pledged as collateral security, and contingent liabilities
related to legal proceedings or regulatory matters where a possible
outflow of economic benefit might occur, or where that outflow
cannot be reliably estimated, are not recognised in the Financial
Statements but are disclosed.
(w) Critical judgements and significant accounting estimates
In the application of the Group’s accounting policies, the Directors
are required to make judgements, estimates and assumptions
about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from
these estimates.
Estimates and assumptions are reviewed on an ongoing basis and
revisions to accounting estimates are recognised in the period an
estimate is revised.
The following are the critical judgements and significant estimation
uncertainties that the Directors have made in the process of
preparing the Financial Statements.
Provisions and contingent liabilities
Provisions are established by the Group based on management’s
assessment of relevant information and advice available at the
time of preparing the Financial Statements.
Judgements
Judgement is required when determining whether a present
obligation exists. Professional advice is taken on the assessment
of litigation and similar obligations.
Provisions for legal proceedings and regulatory matters typically
require a higher degree of judgement than other types of provisions.
When matters are at an early stage, accounting judgements can be
difficult because of the high degree of uncertainty associated with
determining whether a present obligation exists. As matters
progress, management and legal advisers evaluate on an ongoing
basis the existence of an obligation.
Estimates
Where there is a present or possible obligation, estimation is
required to determine whether an outflow may arise. Provisions
for legal proceedings and regulatory matters remain very sensitive
to the assumptions used in the estimate. There could be a wider
range of possible outcomes for any pending legal proceedings,
investigations or enquiries. As a result it is often not practicable to
quantify a range of possible outcomes for individual matters. It is
also not practicable to meaningfully quantify ranges of potential
outcomes in aggregate for these types of provisions because of the
diverse nature and circumstances of such matters and the wide
range of uncertainties involved.
Notes 27 and 34 provide details of the Group’s provisions and
contingent liabilities and the key sources of estimation uncertainty.
Impairment of goodwill and intangible assets
Judgements
Forecast cash flows are subject to a high degree of uncertainty in
volatile market conditions. Under such circumstances, management
tests goodwill for impairment more frequently than once a year
when indicators of impairment exist. This ensures that the assumptions
on which the cash flow forecasts are based continue to reflect
current market conditions and management’s best estimate of
future performance.
Estimates
The future cash flows of the CGUs are sensitive to the cash flows
projected for the periods for which detailed forecasts are available
and to assumptions regarding the long-term pattern of sustainable
cash flows thereafter.
The rates used to discount future expected cash flows can have
a significant effect on a CGU’s valuation. The discount rate
incorporates inputs reflecting a number of financial and economic
variables, including the risk-free interest rate in the region concerned
and a premium for the risk of the business being evaluated. These
variables are subject to fluctuations in external market rates and
economic conditions beyond management’s control.
The impairment testing disclosures in Note 14 set out the key
sources of estimation uncertainty, the key assumptions made
and the resultant sensitivity to reasonable possible changes
in those assumptions.
TP ICAP GROUP PLC Annual Report and Accounts 2025150
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
4. Segmental analysis
Presentation of segmental reporting
The Group’s Chief Operating Decision Maker (‘CODM’) is the Executive Committee (‘ExCo’) which operates as a general executive
management committee under the direct authority of the Board. The ExCo’s review of operating activity and allocation of the Group’s
resources is primarily focused on business division. This is considered to represent the most appropriate view for the assessment of the
nature and financial effects of the business activities in which the Group engages. The ExCo members regularly review operating activity
on other bases including by legal ownership which is structured geographically based on the region of incorporation.
Whilst the Group’s operating segments are by business division, individual entities and the legal ownership of such entities continue to
operate with discrete management teams and decision-making and governance structures. Each regional sub-group has its own independent
governance structure including CEOs, board members and sub-group regional Conduct and Governance Committees with separate
autonomy of decision-making and the ability to challenge the implementation of Group-level strategy and initiatives within its region.
For the EMEA regional sub-group there are independent non-executive directors on the regional Board that further strengthen the
independence and judgement of the governance framework.
Analysis by operating segment
Energy & Parameta
Global Broking Commodities Liquidnet Solutions Corporate Total
2025 £m £m £m £m £m £m
Revenue
– External
1,351
446
365
191
–
2,353
– Inter-division
25
3
–
11
(39)
–
1,376
449
365
202
(39)
2,353
Total front office costs:
– External
(838)
(326)
(225)
(83)
–
(1,472)
– Inter-division
(10)
(1)
–
(28)
39
–
(848)
(327)
(225)
(111)
39
(1,472)
Other gains
–
–
–
–
–
–
Contribution
528
122
140
91
–
881
Net management and support costs
(290)
(82)
(84)
(15)
( 74)
(545)
Other losses
–
–
–
–
(5)
(5)
Other operating income
3
1
–
–
13
17
Adjusted EBIT
241
41
56
76
(66)
348
Corporate represents the cost of Group and central functions that are not allocated to the Group’s divisions.
Energy & Parameta
Global Broking Commodities Liquidnet Solutions Corporate Total
Restated 2024 £m £m £m £m £m £m
Revenue
– External
1,250
458
354
191
–
2,253
– Inter-division
24
3
–
7
(34)
–
1,274
461
354
198
(34)
2,253
Total front office costs:
– External
(781)
(319)
(218)
(72)
–
(1,390)
– Inter-division
(7)
–
–
(27)
34
–
(788)
(319)
(218)
(99)
34
(1,390)
Other gains
4
–
–
–
–
4
Contribution
490
142
136
99
–
867
Net management and support costs1
(287)
(86)
(83)
(16)
(75)
(547)
Other losses
–
–
–
–
(6)
(6)
Other operating income
2
–
–
–
8
10
Adjusted EBIT
205
56
53
83
(73)
324
1 Net management and support costs have been restated to include depreciation and amortisation that were previously presented separately.
TP ICAP GROUP PLC Annual Report and Accounts 2025151
Financial statements
4. Segmental analysis continued
Significant items, defined in the ‘Appendix – Alternative Performance Measures’ on page 190, are centrally managed and controlled by the
Group and are not allocated to the business division segments. Alternative Performance Measures are not within the scope of IFRS and are
not a substitute for IFRS measures of performance.
Analysis of significant items
Settlements and
provisions in
Disposals, connection with
Restructuring and acquisitions and legal and Other
other related investment in new regulatory significant
costs businesses matters items Total
2025 £m £m £m £m £m
Employment, compensation and benefits
8
2
–
–
10
Reversal relating to significant legal and
regulatory settlements
–
–
(7)
–
(7)
Other administrative costs
19
16
8
(3)
40
Total included within general and administrative expenses
19
16
1
(3)
33
Amortisation and impairment of intangible assets
–
40
–
–
40
Total included within operating costs
27
58
1
(3)
83
Other gains
1
–
–
–
1
Total included within EBIT
28
58
1
(3)
84
Included in finance costs
–
–
–
–
–
Total significant items before tax
28
58
1
(3)
84
Taxation on significant items
(23)
Total significant items
61
Settlements and
provisions in
Disposals, connection with
Restructuring and acquisitions and legal and Other
other related investment in new regulatory significant
costs businesses matters items Total
2024 £m £m £m £m £m
Employment, compensation and benefits
3
5
–
–
8
Premises and related costs
1
–
–
–
1
Charge relating to significant legal and
regulatory settlements
–
–
8
–
8
Other administrative costs
7
15
–
4
26
Total included within general and administrative expenses
8
15
8
4
35
Depreciation and impairment of property, plant and
equipment and right-of-use assets
6
–
–
–
6
Amortisation and impairment of intangible assets
–
42
–
–
42
Total included within operating costs
17
62
8
4
91
Other losses
(3)
–
–
–
(3)
Total included within EBIT
14
62
8
4
88
Included in finance costs
–
1
–
–
1
Total significant items before tax
14
63
8
4
89
Taxation on significant items
(17)
Total significant items after tax
72
Impairment of associates
2
Total significant items
74
TP ICAP GROUP PLC Annual Report and Accounts 2025152
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
4. Segmental analysis continued
The Group’s reported performance includes significant items. A reconciliation from adjusted EBIT, as considered by the CODM, to Group
reported performance is included below:
Adjusted profit reconciliation
Significant
Adjusted items Reported
2025 £m £m £m
Earnings before interest and tax
348
(84)
264
Finance income less finance costs
(34)
–
(34)
Profit before tax
314
(84)
230
Taxation
(84)
23
(61)
Profit after tax
230
(61)
169
Share of results of associates and joint ventures
20
–
20
Profit for the year
250
(61)
189
Significant
Adjusted items Reported
2024 £m £m £m
Earnings before interest and tax
324
(88)
236
Finance income less finance costs
(21)
(1)
(22)
Profit before tax
303
(89)
214
Taxation
(80)
17
(63)
Profit after tax
223
(72)
151
Share of results of associates and joint ventures
21
(2)
19
Profit for the year
244
( 74)
170
Revenue by product and service lines
Energy & Parameta
Global Broking Commodities Liquidnet Solutions Corporate Total
2025 £m £m £m £m £m £m
Name Passing brokerage1
1,031
400
24
–
–
1,455
Executing Broker brokerage
16
41
85
–
–
142
Matched Principal brokerage2
304
5
176
–
–
485
Introducing Broker brokerage
–
–
80
–
–
80
Data & Analytics price information fees
25
3
–
202
(39)
191
1,376
449
365
202
(39)
2,353
Energy & Parameta
Global Broking Commodities Liquidnet Solutions Corporate Total
2024 £m £m £m £m £m £m
Name Passing brokerage1
955
407
17
–
–
1,379
Executing Broker brokerage
14
47
82
–
–
143
Matched Principal brokerage2
281
4
167
–
–
452
Introducing Broker brokerage
–
–
88
–
–
88
Data & Analytics price information fees
24
3
–
198
(34)
191
1,274
461
354
198
(34)
2,253
1 Name Passing brokerage includes other broking revenue of £34m (2024: £27m) in Global Broking, £12m (2024: £18m) in Energy & Commodities and £19m (2024: £18m)
in Liquidnet.
2 Matched Principal revenue arises from net margins and execution income on the purchase and sale of matched principal assets and liabilities mandatorily measured
at FVTPL.
Revenue by country
2025 2024
£m £m
United Kingdom and Channel Islands
838
828
United States of America
836
819
Singapore
155
152
France
147
148
Rest of the world
377
306
2,353
2,253
Information on non-current assets other than financial instruments, deferred tax assets and retirement benefit assets is not available by
country, and in management’s view the cost to develop this would outweigh the benefit to users of the Financial Statements. Information
on assets and liabilities by business division, region or country is not presented to the ExCo.
TP ICAP GROUP PLC Annual Report and Accounts 2025153
Financial statements
5. Operating costs
2025 2024
Notes £m £m
Broker compensation costs
1,068
1,009
Other staff costs
368
356
Share-based payment charge
49
39
Employment, compensation and benefits
8
1,485
1,404
Technology and related costs
211
218
Premises and related costs
28
27
(Reversal)/charge relating to significant legal and regulatory settlements
(2)
8
Impairment losses on trade and other receivables
6
3
Other administrative costs
1
257
246
General and administrative expenses
500
502
Depreciation of property, plant and equipment
16
17
19
Depreciation of right-of-use assets
17(a)
21
23
Depreciation of property, plant and equipment and right-of-use assets
38
42
Impairment of property, plant and equipment
16
–
1
Impairment of right-of-use assets
17(a)
–
5
Impairment of property, plant and equipment and right-of-use assets
–
6
Amortisation of intangible assets arising on consolidation
14
40
42
Amortisation of other intangible assets
15
37
30
Amortisation of intangible assets
77
72
Impairment of other intangible assets
15
–
2
Impairment of intangible assets
–
2
2,100
2,028
1 Other administrative costs include £104m (2024: £97m) of clearing and settlement costs, £53m (2024: £46m) of travel and entertainment, professional fees of £56m
(2024: £67m) and other miscellaneous costs of £44m (2024: £36m).
An analysis of auditors’ remuneration, in thousands of pounds, is as follows:
2025 2024
£’000 £’000
Audit of the Group’s annual accounts
2,472
2,342
Audit of the Company’s subsidiaries and associates pursuant to legislation
5,784
5,672
Continuing audit fees
8,346
8,014
Audit transition fees for the Group’s annual accounts
–
1,870
Audit transition fees for the Company’s subsidiaries and associates pursuant to legislation
–
750
Additional audit fees in respect of the prior year
629
–
Total audit fees
8,975
10,634
Audit-related assurance services¹
1,368
1,326
Other assurance services²
2,122
3,317
Total non-audit fees
3,490
4,643
Audit fees payable to the Company’s auditors and its associates in respect of associated pension schemes
n/a
n/a
1 Audit-related assurance services, such as FCA, CASS, NFA, MAS reporting, relate to services required by law or regulation, assurance on regulatory returns and review
of interim financial information.
2 Other assurance services relate to non-statutory audits and other permitted assurance services, of which a proportion is non-recurring due to one-off strategic projects.
6. Other operating income
2025 2024
£m £m
Business relocation grants
2
2
Employee-related insurance receipts
3
3
Employee contractual receipts
2
1
Management fees from associates
1
1
Operating sub-leases income
2
–
R&D tax credits
4
–
Other receipts
3
3
17
10
Other receipts include royalties, rebates, non-employee-related insurance proceeds, tax credits and refunds. Costs associated with such
items are included in ‘General and administrative expenses’.
TP ICAP GROUP PLC Annual Report and Accounts 2025154
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
7. Other (losses)/gains
2025 2024
£m £m
Fair value adjustment to investment property
(2)
(9)
Gain on remeasurement on lease liabilities
–
12
Net fair value gains on financial assets at FVTPL
–
3
Net foreign exchange losses arising on operating activities
(7)
(5)
Net gain on foreign exchange derivatives
3
–
(6)
1
8. Employment, compensation and benefits
The aggregate employment costs of staff and Directors of the Group were:
2025 2024
£m £m
Wages, salaries, bonuses and incentive payments
1,302
1,242
Social security costs
112
105
Defined contribution pension costs
22
18
Share-based payment expense (Note 31)
49
39
1,485
1,404
The average monthly number of full-time equivalent employees and Directors directly attributable to business divisions were:
2025 2024
Number Number
Global Broking
1,835
1,802
Energy & Commodities
637
602
Liquidnet
258
248
Parameta Solutions
242
212
Corporate
2,356
2,344
5,328
5,208
9. Finance income
2025 2024
£m £m
Interest on cash and cash equivalents and similar income
35
40
Interest on finance lease receivables (Note 21)
1
2
36
42
10. Finance costs
2025 2024
£m £m
Interest and fees payable on bank facilities
3
3
Interest and fees payable on loan drawdowns
1
1
Interest on Sterling Notes May 2026
6
13
Interest on Sterling Notes November 2028
7
7
Interest on Sterling Notes April 2030
20
20
Interest on Sterling Notes June 2032
9
–
Amortisation of debt issue and bank facility costs
3
3
Other interest
2
1
Borrowing costs
51
48
Interest on lease liabilities (Note 17(d))
17
15
Net foreign exchange losses/(gains) arising on financing activities
1
(1)
Net loss on foreign exchange derivatives
1
2
70
64
TP ICAP GROUP PLC Annual Report and Accounts 2025155
Financial statements
11. Taxation
2025 2024
£m £m
Current tax
Current tax on profits for the year
61
61
Adjustments for current tax of prior years
(20)
–
41
61
Deferred tax (Note 20)
Origination and reversal of temporary differences
20
2
61
63
The taxation charge for the year can be reconciled to the profit in the income statement as follows:
2025 2024
£m £m
Profit before tax
230
214
Tax based on the UK corporation tax rate of 25% (2024: 25%)
57
54
Tax effect of items that are not deductible:
– Expenses
9
14
Prior year adjustments
(4)
(5)
Impact of overseas tax rates
(1)
(1)
Net movement in unrecognised deferred tax
–
1
61
63
The Group is within the UK Multinational Top-up Tax regime which applied from 1 January 2024 onwards. The regime seeks to ensure that
the Group’s profits are subject to a minimum effective rate of 15% in each jurisdiction in which it operates. The Group’s profits are already
taxed at effective rates in excess of 15%, therefore there are no material amounts of Top-up Tax due in 2025.
The Group has adopted the International Tax Reform – Pillar Two Model rules amendments to IAS 12, which were issued on 23 May 2023,
and has applied the exception in respect of recognising and disclosing information about deferred tax assets and liabilities related to
Pillar Two income taxes.
In addition to the income statement charge, the following current and deferred tax items have been included in other comprehensive
income and equity:
Recognised
in other
comprehensive Recognised
income in equity Total
2025 £m £m £m
Current tax relating to:
– Share schemes
–
(4)
(4)
Deferred tax charge relating to:
– Other timing differences
–
3
3
Tax credit on items taken directly to other comprehensive income and equity
–
(1)
(1)
Recognised
in other
comprehensive Recognised
income in equity Total
2024 £m £m £m
Deferred tax charge relating to:
– Other timing differences
–
(4)
(4)
Tax credit on items taken directly to other comprehensive income and equity
–
(4)
(4)
TP ICAP GROUP PLC Annual Report and Accounts 2025156
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
12. Earnings per share
2025 2024
pence pence
Basic
25.2p
22.1p
Diluted
24.2p
21.3p
The calculation of basic and diluted earnings per share is based on the following number of shares:
2025 2024
Number (m) Number (m)
Basic weighted average shares
736.8
756.9
Contingently issuable shares
30.9
28.8
Diluted weighted average shares
767.7
785.7
The earnings used in the calculation of basic and diluted earnings per share are set out below:
2025 2024
£m £m
Earnings
189
170
Non-controlling interests
(3)
(3)
Earnings attributable to the owners of TP ICAP Group plc
186
167
13. Dividends
2025 2024
£m £m
Amounts recognised as distributions to owners of TP ICAP Group plc in the year:
Final dividend for the year ended 31 December 2024 of 11.3p per share
84
–
Interim dividend for the year ended 31 December 2025 of 5.2p per share
38
–
Final dividend for the year ended 31 December 2023 of 10.0p per share
–
76
Interim dividend for the year ended 31 December 2024 of 4.8p per share
–
37
122
113
A final dividend of 11.6 pence per share will be paid on 22 May 2026 to all shareholders on the Register of Members on 10 April 2026.
The Trustees of the TP ICAP plc EBT and the TP ICAP Group plc EBT have waived their rights to dividends. Dividends are not payable
on shares held in Treasury on the relevant record dates.
14. Intangible assets arising on consolidation
Acquisition-
related
Goodwill intangibles Total
£m £m £m
Carrying amount at 1 January 2024
1,156
449
1,605
– Cost
1,453
812
2,265
– Accumulated amortisation and impairment
(297)
(363)
(660)
Year ended 31 December 2024:
Additions
1
–
1
Amortisation charge
–
(42)
(42)
Effect of movements in exchange rates
2
1
3
Carrying amount at 31 December 2024
1,159
408
1,567
– Cost
1,456
813
2,269
– Accumulated amortisation and impairment
(297)
(405)
(702)
Year ended 31 December 2025:
Additions
39
2
41
Amortisation charge
–
(40)
(40)
Effect of movements in exchange rates
(26)
(4)
(30)
Carrying amount at 31 December 2025
1,172
366
1,538
– Cost
1,463
800
2,263
– Accumulated amortisation and impairment
(291)
(434)
(725)
TP ICAP GROUP PLC Annual Report and Accounts 2025157
Financial statements
14. Intangible assets arising on consolidation continued
Goodwill
Goodwill arising through business combinations is allocated to groups of individual cash-generating units (‘CGUs’), reflecting the lowest
level at which the Group monitors and tests goodwill for impairment purposes. Goodwill is allocated to the Group’s CGUs as follows:
2025 2024
CGU £m £m
Global Broking
579
556
Energy & Commodities
150
151
Parameta Solutions
330
334
Liquidnet – Agency Execution
40
42
Liquidnet – Equities
73
76
1,172
1,159
Determining whether goodwill is impaired requires an estimation of the recoverable amount of each CGU. The recoverable amount is the
higher of its value in use (‘VIU’) or its fair value less cost of disposal (‘FVLCD’). VIU is a pre-tax valuation, using pre-tax cash flows and
pre-tax discount rates which is compared with the pre-tax carrying value of the CGU, whereas FVLCD is a post-tax valuation, using post-tax
cash flows, post-tax discount rates and other post-tax observable valuation inputs, which is compared with a post-tax carrying value of the
CGU. The CGU’s recoverable amount is compared with its carrying value to determine if an impairment is required.
The key assumptions for the VIU calculations are those regarding expected divisional cash flows arising in future years, divisional growth
rates, divisional discount rates and divisional terminal value growth rates as considered by management. Future projections are based on
the most recent financial projections considered by the Board which are used to project pre-tax cash flows for the next five years. After this
period a steady state cash flow is used to derive a terminal value for the CGU.
FVLCD is only used by the Group where VIU of the CGU is lower than its carrying amount, and was therefore not used in 30 September
2025 and 30 September 2024 annual impairment tests.
For the 30 September 2025 annual impairment testing, the recoverable amounts for all CGUs were based on their VIU. Growth rates on
five-year projected revenues, growth rates on terminal value cash flows and discount rates used in the VIU calculations together with their
respective breakeven rates were as follows:
Valuation Breakeven Valuation Breakeven
Valuation Breakeven revenue revenue terminal value terminal value
discount rate discount rate growth rate growth rate growth rate growth rate
30 September 2025 % % % % % %
Global Broking
10.3%
17.4%
2.1%
(1.3%)
2.0%
(16.0%)
Energy & Commodities
10.6%
14.5%
2.9%
0.4%
2.1%
(7.6%)
Parameta Solutions
11.1%
23.1%
6.3%
(2.8%)
2.2%
(35.0%)
Liquidnet – Agency Execution
10.7%
46.3%
2.8%
(5.3%)
2.0%
nm1
Liquidnet – Equities
10.5%
20.5%
3.7%
0.1%
1.9%
(25.7%)
Valuation Break Valuation Breakeven
Valuation Breakeven revenue even revenue terminal value terminal value
discount rate discount rate growth rate growth rate growth rate growth rate
30 September 2024 % % % % % %
Global Broking
11.0%
21.0%
2.4%
(0.3%)
1.8%
(11.4%)
Energy & Commodities
11.0%
20.3%
2.4%
(0.1%)
1.8%
(10.5%)
Parameta Solutions
11.2%
30.3%
6.0%
(7.5%)
2.3%
(37.6%)
Liquidnet – Agency Execution
10.4%
60.7%
5.6%
(3.7%)
1.7%
nm¹
Liquidnet – Equities
10.7%
21.9%
4.3%
1.7%
1.8%
(13.9%)
1 Not meaningful as breakeven terminal value growth rate will be significantly in excess of (100)%.
No impairments were identified as a result of the annual testing of these CGUs.
As shown in the table below, with the exception of Parameta Solutions and Liquidnet – Agency Execution, the VIU of the CGUs is sensitive
to reasonably possible changes in growth rates. The impact on future cash flows resulting from falling growth rates does not reflect any
management actions that would be taken under such circumstances. These stresses assume all other assumptions remain unchanged,
as there is a degree of estimation involved in the sensitivity forecasts.
TP ICAP GROUP PLC Annual Report and Accounts 2025158
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
14. Intangible assets arising on consolidation continued
Surplus/
Valuation Surplus at (impairment) at
revenue growth valuation growth valuation growth
rate rate minus 1% rate minus 3%
CGU – 30 September 2025 % £m £m
Global Broking
2.1%
987
153
Energy & Commodities
2.9%
160
(56)
Parameta Solutions
6.3%
613
444
Liquidnet – Agency Execution
2.8%
258
178
Liquidnet – Equities
3.7%
189
41
Surplus/
Valuation Surplus at (impairment) at
revenue growth valuation growth valuation growth
rate rate minus 1% rate minus 3%
CGU – 30 September 2024 % £m £m
Global Broking
2.4%
629
(106)
Energy & Commodities
2.4%
160
(53)
Parameta Solutions
6.0%
717
579
Liquidnet – Agency Execution
5.6%
286
209
Liquidnet – Equities
4.3%
117
(23)
The Group does not expect climate change to have a material impact on the financial statements. Climate scenario sensitivity analysis
on the potential impact to the financial forecasts used in goodwill impairment assessment and valuation concludes that the Energy &
Commodities CGU will continue to have headroom (excess of the recoverable amount over the carrying amount of the CGU) in its valuation
to withstand the potential changes in market demand across the Energy & Commodities asset classes with management taking
appropriate actions.
Impairment assessment as at 31 December 2025
As at 31 December 2025, the review of the indicators of impairment did not require any further testing for all CGUs (Global Broking,
Energy & Commodities, Parameta Solutions, Liquidnet – Agency Execution and Liquidnet – Equities).
Acquisition-related intangible assets
Acquisition-related intangible assets at 31 December 2025 represent customer relationships, business brands and trademarks that arise
through business combinations. Customer relationships are amortised over a period of between 2 and 20 years. Other intangible assets,
along with other finite life assets, are subject to impairment trigger assessment at least annually. As at 31 December 2025, the impairment
trigger assessment did not require any further testing for other intangible assets arising on consolidation.
15. Other intangible assets
Purchased Developed
software software1 Total
£m £m £m
Carrying amount at 1 January 2024
10
100
110
– Cost
66
206
272
– Accumulated amortisation and impairment
(56)
(106)
(162)
Year ended 31 December 2024:
Additions
10
45
55
Amortisation charge
(3)
(27)
(30)
Impairment losses
(2)
–
(2)
Effect of movements in exchange rates
2
(1)
1
Carrying amount at 31 December 2024
17
117
134
– Cost
78
250
328
– Accumulated amortisation and impairment
(61)
(133)
(194)
Year ended 31 December 2025:
Additions
4
65
69
Amortisation charge
(9)
(28)
(37)
Effect of movements in exchange rates
–
(1)
(1)
Carrying amount at 31 December 2025
12
153
165
– Cost
65
285
350
– Accumulated amortisation and impairment
(53)
(132)
(185)
1 Includes work-in-progress until brought into use.
TP ICAP GROUP PLC Annual Report and Accounts 2025159
Financial statements
16. Property, plant and equipment
Land, buildings Furniture,
and leasehold fixtures and
improvements equipment1 Total
£m £m £m
Carrying amount at 1 January 2024
57
35
92
– Cost
112
102
214
– Accumulated depreciation and impairment
(55)
(67)
(122)
Year ended 31 December 2024:
Work in progress brought into use
1
(1)
–
Additions
2
7
9
Depreciation charge
(7)
(12)
(19)
Impairment losses
(1)
–
(1)
Effect of movements in exchange rates
(1)
–
(1)
Carrying amount at 31 December 2024
51
29
80
– Cost
114
102
216
– Accumulated depreciation and impairment
(63)
(73)
(136)
Year ended 31 December 2025:
Work in progress brought into use
1
(1)
–
Additions
2
3
5
Depreciation charge
(6)
(11)
(17)
Effect of movements in exchange rates
(2)
(1)
(3)
Carrying amount at 31 December 2025
46
19
65
– Cost
112
88
200
– Accumulated depreciation and impairment
(66)
(69)
(135)
1 Includes work-in-progress until brought into use.
17. Right-of-use assets and lease liabilities
(a) Right-of-use assets
2025 2024
Right-of-use assets: Land and buildings £m £m
Carrying amount at 1 January
122
136
Additions
16
15
Depreciation
(21)
(23)
Impairment
–
(5)
Remeasurement
(3)
–
Effect of movements in exchange rates
(2)
(1)
Carrying amount at 31 December
112
122
(b) Lease liabilities
Lease liability balances are shown in the Consolidated Balance Sheet, disaggregated by current liabilities and non-current liabilities.
The maturity analysis of undiscounted lease liability cash flows is presented in Note 29(e).
Existing lease liabilities may change in future periods due to changes in assumptions or decisions to exercise lease renewal or termination
options. Lease liabilities may also change due to changes in rental payments arising from contractually required renegotiations of market
rental rates or where rent changes with reference to a published inflation index. The re-measurement of a lease liability under these
circumstances is recognised when the change in lease payments takes effect, and leads to an equal change to the right-of-use asset
carrying amount, with no immediate effect on profit or loss.
(c) Amounts recognised in profit or loss
2025 2024
Expense/(income) £m £m
Depreciation expense on right-of-use assets
21
23
Impairment of right-of-use assets
–
5
Interest on lease liabilities
17
15
Expense relating to short-term leases
–
1
Finance income from finance lease receivables
(1)
(2)
(d) Total cash outflows
The total cash outflow for leases during 2025 amounted to £45m (2024: £42m) representing principal repayment of £28m (2024: £27m)
and interest of £17m (2024: £15m).
(e) Other disclosures
TP ICAP (Dubai) Limited signed a lease contract for premises that were under construction as of 31 December 2025, with possession
expected later in 2026. The estimated right-of-use asset and lease liability to be recognised on commencement is £7m.
TP ICAP GROUP PLC Annual Report and Accounts 2025160
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
18. Investments in associates and joint ventures
(a) Summary of investments in associates and joint ventures
2025 2024
£m £m
Investments in associates
46
49
Investments in joint ventures
33
31
Investments in associates and joint ventures
79
80
In management’s view, the aggregation of investments in associates and joint ventures into a single line item on the Consolidated Balance
Sheet better reflects the requirements of IAS 1 paragraph 54(e) and is consistent with other UK-IFRS and EU-IFRS preparers.
(b) Investments in associates
2025 2024
£m £m
At 1 January
49
51
Impairments
–
(2)
Share of profit for the year
14
14
Dividends received
(15)
(13)
Effect of movements in exchange rates
(2)
(1)
At 31 December
46
49
Summary financial information for associates
Aggregated financial position for associates at the year end:
Total assets
230
256
Total liabilities
( 74 )
(89)
Net assets
156
167
Proportion of Group’s ownership interest
44
47
Goodwill
2
2
Carrying amount of Group’s ownership interest
46
49
Aggregated financial performance for associates during the year:
Revenue
166
190
Profit for the year
42
50
All associates are involved in broking activities and have either a 31 December or 31 March year end. The results and assets and liabilities
of associates are incorporated in these Financial Statements based on financial information made up to 31 December each year.
Country of incorporation Percentage
and operation
Associated undertakings
held
Bahrain
ICAP (Middle East) W.L.L.
49%
China
Tullett Prebon SITICO (China) Limited
33%
Enmore Commodity Brokers (Shanghai) Limited
49%
India
ICAP IL India Private Limited¹
40%
Japan
Totan ICAP Co., Ltd¹
40%
Central Totan Securities Co. Ltd¹
20%
United Kingdom
PushPull Technology Limited
31.01%
United States
First Brokers Securities LLC¹
40%
1 31 March year end.
(c) Investments in joint ventures
2025 2024
£m £m
At 1 January
31
38
Share of profit for the year
6
7
Share of other comprehensive income for the year
–
(1)
Dividends received
(6)
(7)
Effect of movements in exchange rates
2
(6)
At 31 December
33
31
Summary financial information for joint ventures
Aggregated financial position for joint ventures at the year end:
Total assets
30
30
Total liabilities
(4)
(4)
Net assets
26
26
Proportion of Group’s ownership interest
13
13
Goodwill
20
18
Carrying amount of Group’s ownership interest
33
31
Aggregated financial performance for joint ventures during the year:
Revenue
20
19
Profit for the year
11
13
TP ICAP GROUP PLC Annual Report and Accounts 2025161
Financial statements
18. Investments in associates and joint ventures continued
(c) Investments in joint ventures continued
Interests in joint ventures are measured using the equity method. All joint ventures are involved in broking activities and have a 31 December
year end. No individual joint venture is material to the Group.
Country of incorporation Percentage
and operation
Joint ventures
held
Colombia
SET-ICAP FX SA
50%
SET-ICAP Securities S.A.
50%
Mexico
SIF ICAP, S.A. de C.V.
50%
19. Other investments
2025 2024
£m £m
At 1 January
18
19
Additions
1
–
Disposals
–
(3)
Revaluation through other comprehensive income
15
2
Effect of movements in exchange rates
(2)
–
At 31 December
32
18
Categorisation of other investments:
Debt instruments at FVTOCI – corporate debt securities
2
2
Equity instruments at FVTOCI
30
16
32
18
Additional information on fair values is disclosed in Note 29(h). Equity instruments comprise securities that do not qualify as associates
or joint ventures.
20. Deferred tax
2025 2024
£m £m
Deferred tax assets
11
17
Deferred tax liabilities
(41)
(24)
(30)
(7)
Deferred tax balances and movements thereon are analysed as:
Effect of
Recognised movements
At Recognised in in profit in exchange At
1 January equity or loss rates 31 December
2025 £m £m £m £m £m
Share-based payment awards
8
(3)
1
–
6
Tax losses
50
–
(16)
–
34
Bonuses
11
–
(5)
–
6
Intangible assets arising on consolidation
(103)
–
14
–
(89)
Other timing differences
27
–
(14)
–
13
(7)
(3)
(20)
–
(30)
Effect of
Recognised movements
At Recognised in in profit in exchange At
1 January equity or loss rates 31 December
2024 £m £m £m £m £m
Share-based payment awards
4
4
–
–
8
Tax losses
58
–
(8)
–
50
Bonuses
10
–
1
–
11
Intangible assets arising on consolidation
(113)
–
10
–
(103)
Other timing differences
31
–
(5)
1
27
(10)
4
(2)
1
(7)
A deferred tax asset of £34m (2024: £50m) in respect of losses has been recognised at 31 December 2025. Based on the Group’s profit
forecasts, it is expected that there will be sufficient future taxable profits available against which these losses can be utilised.
As at 31 December 2025, the Group has gross unrecognised temporary differences of £80m with the unrecognised net tax amount being
£18m (2024: gross £70m and net tax £15m respectively). This includes gross tax losses of £77m with the net tax amount being £17m (2024:
gross £64m and net tax £14m respectively), which are potentially available for offset against future profits. Of the unrecognised gross
losses £11m are expected to expire within five to ten years and £66m have no expiry date. Deferred tax assets have not been recognised in
respect of these items since it is not probable that future taxable profits will arise against which the temporary differences may be utilised.
TP ICAP GROUP PLC Annual Report and Accounts 2025162
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20. Deferred tax (continued)
No deferred tax has been recognised on temporary differences associated with unremitted earnings of subsidiaries as the Group is able
to control the timing of distributions and overseas dividends are largely exempt from UK tax. As at 31 December 2025, the Group had
unrecognised deferred tax liabilities of £3m (2024: £3m) in respect of unremitted earnings of subsidiaries of £28m (2024: £27m).
21. Other non-current assets
2025 2024
£m £m
Investment property
1
3
Retirement benefit assets
2
2
Finance lease receivables
18
21
Other receivables
6
6
27
32
None of the individual balances above have been restated in the prior year, but the presentation of these balances collectively as
‘Other non-current assets’ represents a change in presentation compared to prior years. In management’s view this aggregation of less
material non-current assets that are not core to the Group’s operations represents a more appropriate presentation in the Consolidated
Balance Sheet.
Investment property reflects a leasehold property in New York which is sublet under operating lease to a tenant. The right-of-use asset
associated with the Group’s head lease contract was historically reclassified to investment property and is measured at fair value through
profit or loss. The fair value is determined by discounting cash flows estimated by management and represents a Level 3 valuation under
the fair value hierarchy (Note 29(h)). During the year, the fair value of investment property decreased by £2m, with the loss included in
‘Other (losses)/gains’ (Note 7).
Retirement benefit assets pertain to a small number of non-UK defined benefit schemes operated by the Group. Corresponding retirement
benefit obligations are disclosed in Note 28.
Finance lease receivables reflect leasehold properties which are sublet under finance leases to tenants, primarily in the United States.
The Group’s finance lease arrangements do not include variable payments. Amounts receivable under finance leases are as follows:
2025 2024
£m £m
Within one year
5
5
One to two years
3
5
Two to three years
3
3
Three to four years
3
3
Four to five years
3
3
After five years
9
14
Total undiscounted lease payments receivable
26
33
Less: unearned finance income
(4)
(6)
Net investment in finance leases
22
27
Net investment in finance leases is analysed as:
2025 2024
£m £m
Recoverable after one year, presented in ‘Other non-current assets’
18
21
Recoverable within one year, presented in ‘Trade and other receivables’ (Note 22)
4
6
The Group is not exposed to foreign currency risk on finance lease receivables as these are denominated in the functional currencies of the
entities party to the contracts.
TP ICAP GROUP PLC Annual Report and Accounts 2025163
Financial statements
22. Trade and other receivables
2025 2024
£m £m
Financial assets
Trade receivables
309
294
Deposits paid for securities borrowed1
3,281
2,497
Amounts due from clearing organisations
19
22
Finance lease receivables
4
6
Other debtors
50
32
Amounts owed by associates and joint ventures
4
4
Other than financial assets
3,667
2,855
Contract assets
18
12
Prepayments
162
126
Corporate tax
51
5
231
143
3,898
2,998
1 Deposits paid for securities borrowed arise on cash collateralised stock lending transactions. Such trades are complete only when both the collateral and stock for each
side of the transaction are returned. The above analysis reflects the receivable side of such transactions. Corresponding deposits received for securities loaned are
presented in ‘Trade and other payables’ (Note 25).
The Group measures the loss allowance for trade receivables and contract assets (representing uninvoiced balances due to the Group
under contracts with customers) at an amount equal to the lifetime expected credit loss (‘ECL’). ECL allowances are estimated using a
provision matrix by reference to business division, balance ageing, past default experience of the debtor and an analysis of the debtor’s
current financial position, adjusted for factors that are specific to the debtors.
The following table details the credit risk profile of trade receivables and contract assets based on the Group’s provision matrix by region.
As the Group’s historical credit loss experience does not show significantly different loss patterns for different regional customer segments,
the ECL allowance based on past due status is not further distinguished between the Group’s different customer bases.
Expected credit losses
Less than 31–60 61–90 Greater than
30 days days days 91 days
Total Not past due past due past due past due past due
2025 £m £m £m £m £m £m
EMEA
163
69
33
18
9
34
Americas
105
50
20
13
6
16
Asia Pacific
47
20
11
6
4
6
Gross trade receivables
315
139
64
37
19
56
Contract assets
18
18
–
–
–
–
Total trade receivables and contract assets
333
157
64
37
19
56
Effective expected credit loss rate
%
%
%
%
%
Lifetime ECL
(6)
0.06%
0.18%
0.23%
0.33%
9.24%
327
Less than 31–60 61–90 Greater than
30 days days days 91 days
Total Not past due past due past due past due past due
2024 £m £m £m £m £m £m
EMEA
157
58
32
15
9
43
Americas
107
50
22
10
6
19
Asia Pacific
35
18
9
4
2
2
Gross trade receivables
299
126
63
29
17
64
Contract assets
12
12
–
–
–
–
Total trade receivables and contract assets
311
138
63
29
17
64
Effective expected credit loss rate
%
%
%
%
%
Lifetime ECL
(5)
0.15%
0.28%
0.48%
0.65%
6.45%
306
The ECL allowance from deposits paid for securities borrowed, amounts due from clearing organisations and finance lease receivables as
at 31 December 2025 amounted to less than £1m (2024: less than £1m). The Group measures ECL allowances for these balances under the
general approach, reflecting the probability of default based on the credit rating of the counterparty together with an assessment of the
loss, after the sale of any available collateral, that could arise as a result of default.
TP ICAP GROUP PLC Annual Report and Accounts 2025164
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
23. Financial assets and financial liabilities at fair value through profit or loss
2025 2024
£m £m
Financial assets at fair value through profit or loss
Matched Principal financial assets¹
38
6
Fair value gains on unsettled Matched Principal transactions²
177
165
Receivables for securities borrowed³
431
–
Other trading receivables³
501
–
Derivative financial assets
1
–
1,148
171
Financial liabilities at fair value through profit or loss
Matched Principal financial liabilities¹
(17)
(24)
Fair value losses on unsettled Matched Principal transactions²
(176)
(165)
Equity securities sold short³
(399)
–
Payables for securities loaned³
(501)
–
Derivative financial liabilities
(32)
–
(1,125)
(189)
Notional contract amounts of unsettled Matched Principal transactions⁴
Unsettled Matched Principal sales
50,233
27,137
Unsettled Matched Principal purchases
50,211
27,155
1 Matched Principal transactions arise where securities are bought from one counterparty and simultaneously sold to another counterparty. Settlement of such transactions is
primarily on a delivery vs payment basis and typically take place within a few business days of the transaction date according to the relevant market rules and conventions.
2 Fair value gains and losses on unsettled Matched Principal transactions represent the price movement between the trade date and the reporting date on regular way
purchases and sales of securities prior to settlement.
3 The significant increase in financial assets and financial liabilities at FVTPL is driven by trades whereby the Group enters total return swaps and hedges the market risk by
buying or short selling the equity securities referenced in the swaps. Lending of purchased shares and borrowing of shares to execute short sales are on a fully collateralised
basis. ‘Other trading receivables’ are recognised when the Group purchases equity securities from and sells a total return swap referencing the same securities to the
same counterparty.
4 The notional contract amounts of unsettled Matched Principal transactions indicate the aggregate value of buy and sell transactions outstanding at the balance sheet date.
24. Financial investments
2025
£m
2024
£m
Debt instruments at FVTOCI: Government debt securities
68
66
Investments at amortised cost: Term deposits
98
94
166
160
Debt instruments and term deposits are liquid instruments held with financial institutions and central counterparty clearing houses
providing the Group with access to clearing services.
25. Trade and other payables
2025 2024
£m £m
Financial liabilities
Trade payables
35
39
Deposits received for securities loaned
1
3,254
2,457
Amounts due to clearing organisations
3
1
Accruals
102
97
Other creditors
2
110
130
Amounts owed to associates and joint ventures
3
3
Other than financial liabilities
3,507
2,727
Contract liabilities
7
3
Accruals
305
304
Tax and social security
23
33
335
340
3,842
3,067
1 Deposits received for securities loaned arise on cash collateralised stock lending transactions. Such trades are complete only when both the collateral and stock for each side
of the transaction are returned. The above analysis reflects the payable side of such transactions. Corresponding deposits paid for securities borrowed are included in
‘Trade and other receivables’ (Note 22).
2 ‘Other creditors’ includes £18m relating to forward contracts for the purchase of own shares.
TP ICAP GROUP PLC Annual Report and Accounts 2025165
Financial statements
26. Loans and borrowings
Less than Greater than
one year one year Total
2025 £m £m £m
5.250% £250m Sterling Notes May 2026
19
–
19
2.625% £250m Sterling Notes November 2028
1
249
250
7.875% £250m Sterling Notes April 2030
4
248
252
6.375% £250m Sterling Notes June 2032
1
247
248
25
74 4
769
Less than Greater than
one year one year Total
Restated 2024 £m £m £m
5.250% £250m Sterling Notes May 2026
2
249
251
2.625% £250m Sterling Notes November 2028
1
248
249
7.875% £250m Sterling Notes April 2030
4
247
251
7
74 4
751
‘Loans and borrowings’ has been restated to reflect the presentation of overdrafts as a separate line item in the Consolidated Balance
Sheet. As at 31 December 2024, overdrafts were £2m, all payable in less than one year. An analysis of borrowings by contractual maturity
has been disclosed in Note 29(e). The cash flows in respect of loans and borrowings are set out in Note 33(b).
Sterling Notes
In June 2025, the Group issued £250m Sterling Notes at a par value of £248m maturing in June 2032 under the Group’s Euro Medium Term
Note programme. Most of the proceeds were used to repay £231m of the May 2026 Sterling Notes through a tender offer process.
2025
5.250% £250m
Sterling Notes
May 2026
2.625% £250m
Sterling Notes
November 2028
7.875% £250m
Sterling Notes
6.375% £250m
Sterling Notes
April 2030 June 2032
Finance costs during the year (£m)
6
7
20
9
Accrued interest at 31 December, included in carrying amount (£m)
–
1
4
1
Unamortised discount and issuance costs at 31 December, included in carrying
–
1
2
3
amount (£m)
Fair value at 31 December (£m)
19
234
273
258
Fair value hierarchy
Level 1
Level 1
Level 1
Level 1
5.250% £250m 2.625% £250m 7.875% £250m
Sterling Notes Sterling Notes Sterling Notes
2024 May 2026 November 2028 April 2030
Finance costs during the year (£m)
13
7
20
Accrued interest at 31 December, included in carrying amount (£m)
2
1
4
Unamortised discount and issuance costs at 31 December, included in carrying amount (£m)
1
2
3
Fair value at 31 December (£m)
249
220
266
Fair value hierarchy
Level 1
Level 1
Level 1
Bank credit facilities and Tokyo Tanshi facility
The Group utilised credit facilities throughout the period to manage the Group’s short-term liquidity requirements. These consist of a £350m
committed revolving facility that matures in December 2030 and a JPY 20bn (£95m) facility with The Tokyo Tanshi Co., Ltd, a connected
party, that matures in February 2028. As the turnover is quick for cash receipts and payments, amounts are large and maturities are short,
cash flows from credit facilities are presented net in the Group’s Consolidated Cash Flow Statement in accordance with IAS 7 Statement
of Cash Flows.
Bank credit Tokyo Tanshi
facilities credit facility
2025 £m £m
Facility limit
350
95
Liability as at 31 December
–
–
Average liability during the year
1
26
Maximum liability during the year
161
95
Interest and facility fees charged to profit or loss
2
1
Bank credit Tokyo Tanshi
facilities credit facility
2024 £m £m
Facility limit
350
102
Liability as at 31 December
–
–
Average liability during the year
31
45
Maximum liability during the year
76
102
Interest and facility fees charged to profit or loss
2
1
TP ICAP GROUP PLC Annual Report and Accounts 2025166
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
27. Provisions
Legal
and other Restructuring Property Total
£m £m £m £m
At 1 January 2025
26
6
19
51
Recognised during the year
2
8
1
11
Reversed during the year
(9)
(1)
–
(10)
Utilised during the year
(3)
(8)
–
(11)
Unwind of discount
1
–
–
1
Reclassifications
2
(2)
–
–
Effect of movements in exchange rates
(1)
–
(1)
(2)
At 31 December 2025
18
3
19
40
Current
5
3
3
11
Non-current
13
–
16
29
Property provisions outstanding as at 31 December 2025 relate to provisions in respect of building dilapidations, representing the
estimated cost of making good dilapidations and disrepair on various leasehold buildings, and are expected to be utilised over the next
ten years.
Restructuring provisions outstanding as at 31 December 2025 relate to termination and other employee related costs. It is expected that
the remaining obligations will be discharged during 2026.
Legal and other provisions include provisions for legal claims brought against subsidiaries of the Group together with provisions against
obligations for certain long-term employee benefits and non-property related onerous contracts. At present the timing and amount of
any payments are uncertain and provisions are subject to regular review. It is expected that the obligations will be discharged over the
next 16 years.
Commodities and Futures Trading Commission – Bond issuances investigation
In April 2025, the Commodities and Futures Trading Commission (‘CFTC’) closed its investigation into certain Group entities with no
resultant action being taken against the Group. The provision held in connection with the investigation has been released during the
period. The Group entities were responding to an investigation by the CFTC in relation to the pricing of issuances utilising certain of
TP ICAP’s indicative broker pricing screens and certain record keeping matters including in relation to employee use of personal devices
for business communications and other books and records matters.
28. Other non-current liabilities
2025 2024
£m £m
Redemption liability for written put option (Note 32)
15
–
Forward purchase on own shares¹
–
18
Accruals, deferred income and other
2
4
Retirement benefit liabilities
5
3
Deferred consideration
1
–
23
25
1 Forward purchase on own shares at 31 December 2025 is expected to be settled in 2026 and is included in ‘Trade and other payables’ (Note 25).
None of the individual balances above have been restated in the prior year, but the presentation of these balances collectively as ‘Other
non-current liabilities’ represents a change in presentation compared to prior years. In management’s view this aggregation of less
material non-current liabilities that are not core to the Group’s operations represents a more appropriate presentation in the Consolidated
Balance Sheet.
TP ICAP GROUP PLC Annual Report and Accounts 2025167
Financial statements
29. Financial instruments
(a) Financial and liquidity risk
The Group does not take trading risk and does not seek to hold proprietary trading positions. Consequently, the Group is exposed to
trading book market risk only in relation to incidental positions in financial instruments arising as a result of the Group’s failure to match
clients’ orders precisely. The overall approach to the planning and management of the Group’s capital and liquidity is to ensure the Group’s
solvency, ie its continued ability to conduct business, deliver returns to shareholders, and support growth and strategic initiatives. The Group
is not subject to consolidated capital adequacy requirements.
The Group ensures that it has access to an appropriate level of cash, other forms of marketable securities and liquidity facilities to finance
its ongoing operations on cost-effective terms. Cash and cash equivalent balances are held with the primary objective of capital security
and availability, with a secondary objective of generating returns. Funding requirements are monitored by the Group’s Finance and
Treasury functions.
As a normal part of its operations, the Group faces liquidity risk in the event of being required to fund transactions that do not settle on the
due date. From a risk perspective, the most problematic scenario concerns ‘fail to deliver’ transactions, where the Group has received and
recognised a security from the selling counterparty and has paid cash in settlement of the same, but is unable to effect onward delivery of
the security to the buying counterparty where payment has not been received. Such settlement delays give rise to a funding requirement,
reflecting the fair value of the security which the Group has been unable to deliver until such time the delivery leg is finally settled, or the
security sold, and the business has received the associated cash. The Group mitigates this funding risk by arranging overdraft facilities to
cover ‘failed to deliver’ trades, either with the relevant settlement agent/depository or with a clearing bank. Under these arrangements,
the facility provider will fund the value of any ‘failed to deliver’ trades until delivery of the security is effected. Certain facility providers
require collateral (such as a cash deposit or parent company guarantee) to protect them from any adverse fair value movements and may
charge a funding fee for providing the facility. As at 31 December 2025, overdrafts for the provision of settlement finance amounted to
£33m (2024: £2m).
The Group is also exposed to potential margin calls. Margin calls can be made by central counterparties under the Matched Principal
broking model when not all legs of a Matched Principal trade are settled at the central counterparty or when there is a residual balance or
confirmation error. Margin calls can be made by the Group’s clearers or correspondent clearers under the Executing Broker broking model
or the Introducing Broker broking model when there is a trade error or a counterparty is slow to confirm their trade. These margin calls
occur mainly in the United States and the United Kingdom.
In the event of a short-term liquidity requirement, the firm has access to cash resources, after which it could draw down on its £350m
committed revolving credit facility or JPY 20bn (£95m as at 31 December 2025) facility with The Tokyo Tanshi Co., Ltd as additional
contingency funding, less any amounts earmarked to fund acquisitions – see Note 26 for additional information.
The Group manages foreign exchange risk associated with trade receivables, cash collateral and short-term loans in currencies other than
GBP using foreign exchange swaps. The Group has limited exposure to interest rate risk.
(b) Capital management
The Group’s policy is to maintain a capital base and funding structure that maintains creditor, regulator and market confidence and
provides flexibility for business development while also optimising returns to shareholders. The capital structure of the Group consists of
debt, as set out in Note 26, cash and cash equivalents, other current financial assets and equity attributable to owners of TP ICAP Group
plc, comprising issued capital, reserves and retained earnings as disclosed in Note 30. Dividends paid during the year are disclosed in Note
13 and the dividend policy is discussed in the Strategic report.
A number of the Company’s subsidiaries and sub-groups are individually or collectively regulated and are required to maintain capital
that is appropriate to the risks entailed in their businesses according to definitions that vary according to each jurisdiction. In addition
to subsidiaries and sub-groups fulfilling their regulatory obligations, the Group undertakes periodic reviews of the current and projected
regulatory requirements of each of these entities and sub-groups.
TP ICAP GROUP PLC Annual Report and Accounts 2025 168
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
29. Financial instruments continued
(c) Classification of financial assets and liabilities
Mandatorily at FVTOCI FVTOCI
FVTPL: held debt equity
for trading instruments instruments Amortised cost¹ Total
2025
Notes
£m £m £m £m £m
Financial assets
Other investments: Corporate debt securities
19
–
2
–
–
2
Other investments: Equity securities at FVOCI
19
–
–
30
–
30
Other non-current assets: Finance lease receivable
21
–
–
–
18
18
Other non-current assets: Other receivables
21
–
–
–
5
5
Trade and other receivables
22
–
–
–
3,667
3,667
Financial assets at fair value through profit and loss
23
1,148
–
–
–
1,148
Financial investments: Government debt securities
24
–
68
–
–
68
Financial investments: Term deposits
24
–
–
–
98
98
Cash and cash equivalents
–
–
–
936
936
1,148
70
30
4,724
5,972
1 The Directors consider that the carrying values of assets measured at amortised cost, net of expected credit losses, approximate their fair value.
Mandatorily at FVTOCI FVTOCI
FVTPL: held debt equity
for trading instruments instruments Amortised cost¹ Total
2024
Notes
£m £m £m £m £m
Financial assets
Other investments: Corporate debt securities
19
–
2
–
–
2
Other investments: Equity instruments at FVTOCI
19
–
–
16
–
16
Other non-current assets: Finance lease receivables
21
–
–
–
21
21
Other non-current assets: Other receivables
21
–
–
–
6
6
Trade and other receivables
22
–
–
–
2,855
2,855
Financial assets at fair value through profit or loss
23
171
–
–
–
171
Financial investments: Government debt securities
24
–
66
–
–
66
Financial investments: Term deposits
24
–
–
–
94
94
Cash and cash equivalents
–
–
–
1,068
1,068
171
68
16
4,044
4,299
1 The Directors consider that the carrying values of assets measured at amortised cost, net of expected credit losses, approximate their fair value.
Mandatorily at Other financial
FVTPL Amortised cost¹ liabilities¹ Total
2025
Notes
£m £m £m £m
Financial liabilities
Trade and other payables
25
–
3,507
–
3,507
Financial liabilities at fair value through profit or loss
23
1,125
–
–
1,125
Loans and borrowings
26
–
769
–
769
Overdrafts
–
33
–
33
Lease liabilities
17(b)
–
–
199
199
Other non-current liabilities: Redemption liability for written put option
28, 32
–
15
–
15
Other non-current liabilities: Deferred consideration
28
1
–
–
1
1,126
4,324
199
5,649
1 The Directors consider that the carrying value of financial liabilities not measured at fair value, excluding loans and borrowings, approximate to their fair values. The fair
values of loans and borrowings are disclosed in Note 26.
Mandatorily at Other financial
FVTPL Amortised cost¹ liabilities¹ Total
2024
Notes
£m £m £m £m
Financial liabilities
Trade and other payables
25
–
2,739
–
2,739
Financial liabilities at fair value through profit or loss
23
189
–
–
189
Loans and borrowings
26
–
751
–
751
Overdrafts
–
2
–
2
Lease liabilities
17(b)
–
–
221
221
Other non-current liabilities: Forward purchase of own shares
28
–
18
–
18
189
3,510
221
3,920
1 The Directors consider that the carrying value of financial liabilities not measured at fair value, excluding loans and borrowings, approximate to their fair values. The fair
values of loans and borrowings are disclosed in Note 26.
TP ICAP GROUP PLC Annual Report and Accounts 2025169
Financial statements
29. Financial instruments continued
(d) Credit risk
The Group is exposed to credit risk in the event of default by counterparties in respect of its Name Passing, Executing Broker, Introducing
Broker, Matched Principal, Information Sales and corporate treasury operations. Whilst the Group does bear concentration risk to
counterparties, countries and sectors, these concentrations are typically with major US and European global banks. The credit risk in
respect of the Name Passing and Information Sales businesses are limited to the collection of outstanding commission and transaction
fees, known as ‘Receivables Risk’. The Executing Broker, Introducing Broker and invoiced Matched Principal businesses are also exposed to
this risk. Receivables Risk is managed proactively by the Group’s accounts receivable function. As at the year end, 76% (2024: 78%) of the
Group’s trade receivables are with investment grade counterparts (equivalent to credit ratings BBB-/Baa3 or above). Deposits paid for
securities borrowed arise on collateralised stock lending transactions. Such trades are complete only when both the collateral and stock
for each side of the transaction are returned. As at the year end, 100% (2024: 100%) of the Group’s counterparty exposure is to investment
grade counterparts. Information on expected credit losses associated with Receivables Risk may be found in Note 22.
The credit risk on cash, cash equivalents, and financial assets at amortised cost, FVTOCI or FVTPL, is subject to frequent monitoring.
All financial institutions that are transacted with are approved and internal limits are assigned to each one based on a combination
of factors including external credit ratings. As at the year end, 98% (2024: 97%) of cash and cash equivalents and 94% (2024: 94%)
of financial assets are held with investment grade rated financial institutions.
Pre-settlement credit risk arises in the Matched Principal broking business in which the Group interposes itself as principal to two (or more)
contracting parties to a Matched Principal transaction and as a result the Group is at risk of loss should one of the parties to a transaction
default on its obligations prior to settlement date (typically two to three business days). In the event of default, the Group would have to
replace the defaulted contract in the market. This is a contingent risk in that the Group will only suffer loss if the market price of the
securities has moved adversely to the original trade price.
The Introducing Broker business also gives rise to pre-settlement credit risk. Under this model the Group facilitates anonymous trading for
its clients which are subsequently settled through a third-party settlement provider, with the Group retaining the associated pre-settlement
credit risk exposure through an indemnity granted under its agreement with the settlement provider. The pre-settlement credit risk
exposure is similar in nature to that under the matched principal broking business described above.
The Executing Broker business gives rise to short-term pre-settlement credit risk during the period between the execution of the trade and
the client claiming the trade. This exposure is minimal as under the terms of the ‘give-up’ agreements the Group has in place with its clients,
trades must be claimed by the end of trade day. Once the trade has been claimed, the Group’s only exposure to the client is for the invoiced
receivables as described above.
The ‘maximum exposure to credit risk’ is the maximum exposure before taking account of any securities or collateral held, or other credit
enhancements, unless such enhancements meet accounting offsetting requirements. For financial assets recognised on the balance sheet,
excluding equity instruments as they are not subject to credit risk, the maximum exposure to credit risk equals their carrying amount.
(e) Maturity profile of financial liabilities, lease liabilities and off-balance sheet items
The table below reflects the contractual maturities, including future interest obligations, of the Group’s financial and lease liabilities
as at 31 December. The settlement amounts of open Matched Principal purchases as at the reporting date are included in the ‘Due within
3 months’ time bucket, reflecting their expected settlement amount and date.
Due Due
between between Due
Due within 3 months and 1 year and after
3 months 12 months 5 years 5 years Total
2025 £m £m £m £m £m
Settlement of open Matched Principal purchases
50,211
–
–
–
50,211
Trade and other payables
3,507
–
–
–
3,507
Financial liabilities at FVTPL: Equity securities sold short
399
–
–
–
399
Financial liabilities at FVTPL: Payables for securities loaned
501
–
–
–
501
Financial liabilities at FVTPL: Derivative financial liabilities
32
–
–
–
32
Other non-current liabilities
–
–
1
23
24
Lease liabilities
12
36
131
75
254
Overdrafts
33
–
–
–
33
Loans and borrowings
–
62
662
258
982
54,695
98
794
356
55,943
Due Due
between between Due
Due within 3 months and 1 year and after
3 months 12 months 5 years 5 years Total
2024 £m £m £m £m £m
Settlement of open Matched Principal purchases
27,155
–
–
–
27,155
Trade and other payables
2,720
20
–
–
2,740
Other non-current liabilities
–
–
18
–
18
Lease liabilities
11
33
139
96
279
Overdrafts
2
–
–
–
2
Loans and borrowings
–
40
866
–
906
29,888
93
1,023
96
31,100
TP ICAP GROUP PLC Annual Report and Accounts 2025170
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
29. Financial instruments continued
(f) Foreign currency sensitivity analysis
The table below illustrates the sensitivity of the profit for the year with regard to currency movements on financial assets and liabilities
denominated in foreign currencies as at the year end. The sensitivity of the Group’s equity with regard to its net foreign currency
investments at the year end is also shown below.
Based on a 10% weakening in the following exchange rates against Sterling, the effects would be as follows:
Change in foreign currency financial
assets and liabilities –
pre-tax profit or loss
Change in translation of foreign
operations – equity
2025 2024 2025 2024
£m £m £m £m
Currency
USD
(8)
(11)
(99)
(94)
EUR
(3)
(3)
(14)
(13)
SGD
–
–
(9)
(12)
HKD
–
–
(5)
(9)
JPY
–
–
(3)
(5)
AUD
–
–
(3)
(3)
Unless specifically hedged, the Group would experience equal and opposite foreign exchange movements should the currencies strengthen
against Sterling.
The Group did not designate any foreign currency hedge relationships during both 2025 and 2024. Outright forward foreign exchange
transactions are used by the Group’s Treasury function as part of its management of exchange risk on foreign currency borrowings.
The impact for the year is reported in ‘Finance costs’ (Note 10).
(g) Interest rate sensitivity analysis
Interest on floating rate financial instruments is reset at intervals of less than one year. The Group’s exposure to interest rates arises on cash
and cash equivalents and money market instruments, including drawdowns on the revolving credit and Tokyo Tanshi committed facilities.
The Sterling Notes are fixed rate financial instruments.
A 100 basis point change in interest rates, applied to average floating rate financial instrument assets and liabilities during the year,
would result in the following impact on pre-tax profit or loss:
2025
2024
+100bps -100bps +100bps -100bps
£m £m £m £m
Income/(expense) arising on:
– floating rate assets
8
(8)
7
(7)
– floating rate liabilities
–
–
–
–
Net income/(expense) for the year
8
(8)
7
(7)
The Group had no interest rate hedges outstanding during both 2025 and 2024.
(h) Fair value measurements
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped
into Levels 1 to 3 based on the degree to which the fair value is observable:
> Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
> Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices); and
> Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
Matched Principal assets and liabilities, fair value gains and losses on unsettled Matched Principal transactions, equity securities sold short
and government debt securities are valued using unadjusted quoted prices in active markets.
Receivables for securities borrowed, payables for securities loaned and other trading receivables require discounting cash amounts for the
time value of money using an observable interest rate yield curve. The amount of discounting is often immaterial. Derivative assets and
liabilities include foreign exchange derivatives that require observable FX spot rates, interest rate yield curves and forward points, and
total return swaps that require observable equity prices, dividend yields and interest rate yield curves.
In general, other investments do not have quoted prices in active markets and fair value must be estimated using a valuation technique
that is not based on observable market data. An investment may be held at its original cost when insufficient recent information is
available to measure fair value, or if there is a wide range of possible fair value measurements and cost represents the best estimate of fair
value within a reasonable range. Where information materialises to indicate that cost might not be representative of fair value, the Group
evaluates which valuation technique may be suitable given the financial information available about the investee.
There were no transfers between Level 1 and 2 during the year.
TP ICAP GROUP PLC Annual Report and Accounts 2025171
Financial statements
29. Financial instruments continued
(h) Fair value measurements continued
Level 1 Level 2 Level 3 Total
2025
Notes
£m £m £m £m
Financial assets at fair value through profit or loss
Matched Principal financial assets
23
38
–
–
38
Fair value gains on unsettled Matched Principal transactions
23
177
–
–
177
Receivables for securities borrowed
23
–
431
–
431
Other trading receivables
23
–
501
–
501
Derivative financial assets
23
–
1
–
1
Other financial assets measured at fair value
Other investments: Equity instruments at FVTOCI
19
–
–
30
30
Other investments: Corporate debt securities
19
–
–
2
2
Financial investments: Government debt securities
24
68
–
–
68
Financial liabilities at fair value through profit or loss
Matched Principal financial liabilities
23
(17)
–
–
(17)
Fair value losses on unsettled Matched Principal transactions
23
(176)
–
–
(176)
Equity securities sold short
23
(399)
–
–
(399)
Payables for securities loaned
23
–
(501)
–
(501)
Derivative financial liabilities
23
–
(32)
–
(32)
Other financial liabilities measured at fair value
Deferred consideration
28
–
–
(1)
(1)
Non-financial assets measured at fair value
Investment property
21
–
–
1
1
(309)
400
32
123
Level 1 Level 2 Level 3 Total
Restated 2024
Notes
£m £m £m £m
Financial assets at fair value through profit or loss
Matched Principal financial assets
23
6
–
–
6
Fair value gains on unsettled Matched Principal transactions
23
165
–
–
165
Other financial assets measured at fair value
Other investments: Equity instruments at FVTOCI
19
–
9
7
16
Other investments: Corporate debt securities
19
–
–
2
2
Financial investments: Government debt securities
24
66
–
–
66
Financial liabilities at fair value through profit or loss
Matched Principal financial liabilities
23
(24)
–
–
(24)
Fair value losses on unsettled Matched Principal transactions
23
(165)
–
–
(165)
Non-financial assets measured at fair value
Investment property
21
–
–
3
3
48
9
12
69
The prior year disclosure has been restated as it omitted Level 1 Matched Principal financial liabilities of £24m.
The movement in fair values of Level 3 assets and liabilities were as follows:
Investment
property
(FVTPL)
£m
Equity
instruments
(FVTOCI)
£m
Debt
securities
(FVTOCI)
£m
Deferred
consideration
(FVTPL)
£m
Total
£m
Balance at 1 January 2024 12 9 2 – 23
Net change in fair value: charged to profit or loss
(9)
–
–
–
(9)
Net change in fair value: charged to other comprehensive
income
–
(2)
–
–
(2)
Balance at 31 December 2024
3
7
2
–
12
Net change in fair value: charged to profit or loss
(2)
–
–
–
(2)
Net change in fair value: charged to other comprehensive
income
–
15
–
–
15
Additions during the year
–
1
–
(1)
–
Transfer from Level 2
–
9
–
–
9
Effect of movements in exchange rates
–
(2)
–
–
(2)
Balance at 31 December 2025
1
30
2
(1)
32
(i) Derivative notional amounts
2025
£m
2024
£m
Equity derivatives 5,211 1,093
Foreign exchange derivatives 337 –
5,548 1,093
TP ICAP GROUP PLC Annual Report and Accounts 2025172
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
29. Financial instruments continued
(j) Offsetting of financial instruments
Effect of offsetting Related amounts not offset
2025
Gross amounts
£m
Amounts offset
£m
Reported on
balance sheet
£m
Financial
instruments
£m
Financial
collateral
£m
Net amount
£m
Receivables for securities borrowed 431 – 431 (32) – 399
Derivative financial assets 52 (51) 1 (1) – –
Derivative financial liabilities (83) 51 (32) 32 – –
Effect of offsetting Related amounts not offset
2024
Gross amounts
£m
Amounts offset
£m
Reported on
balance sheet
£m
Financial
instruments
£m
Financial
collateral
£m
Net amount
£m
Derivative financial assets 2 (2) – – – –
Derivative financial liabilities (2) 2 – – – –
Financial assets and liabilities are presented on a net basis in the Consolidated Balance Sheet when there is a legally enforceable right to
set off the amounts, and the parties intend to either settle on a net basis or realise the asset and settle the liability simultaneously. Related
amounts not offset includes financial instruments subject to master netting agreements that does not meet all the criteria for offsetting,
or where a legal opinion evidencing enforceability of the right of offset may not have been sought.
30. Share capital and other reserves
(a) Share capital
All shares are authorised, issued and fully paid.
Ordinary shares of 25p
Share capital
2025 2024 2025 2024
Number Number £m £m
As at 1 January
795,390,932
788,670,932
199
197
Issuance of ordinary shares
–
6,720,000
–
2
As at 31 December
795,390,932
795,390,932
199
199
1 6,720,000 ordinary shares were issued at par out of retained earnings during the year ended 31 December 2024. The shares were transferred to TP ICAP Group plc EBT to be
used for the settlement of eligible equity-settled share-based payment awards.
(b) Other reserves
Reorgan-
isation Revaluation Translation Treasury Own Other
reserve reserve reserve shares shares reserves
£m £m £m £m £m £m
Balance at 1 January 2024
(946)
3
29
(29)
(20)
(963)
Exchange differences on translation of foreign operations
–
–
(7)
–
–
(7)
Taxation on components of other comprehensive income
–
5
–
–
–
5
Other comprehensive expense
–
5
(7)
–
–
(2)
Share settlement of share-based payment awards
–
–
–
–
13
13
Own shares acquired for employee trusts
–
–
–
–
(45)
(45)
Own shares acquired under share buyback
–
–
–
(48)
–
(48)
Gain on disposal of equity instruments at FVTOCI
–
(4)
–
–
–
(4)
Balance at 31 December 2024
(946)
4
22
(77)
(52)
(1,049)
Exchange differences on translation of foreign operations
–
–
(67)
–
–
(67)
Equity investments at FVOCI: net changes in fair value
–
15
–
–
–
15
Taxation on components of other comprehensive income
–
–
–
–
–
–
Other comprehensive expense
–
15
(67)
–
–
(52)
Shares transferred to settle share-based awards
–
–
–
30
(30)
–
Share settlement of share-based awards
–
–
–
–
64
64
Own shares acquired for employee trusts
–
–
–
–
(29)
(29)
Own shares acquired under share buyback
–
–
–
(73)
–
(73)
Balance at 31 December 2025
(946)
19
(45)
(120)
(47 )
(1,139)
Reorganisation reserve
On 26 February 2021, the Group adjusted its corporate structure. TP ICAP Group plc was incorporated in Jersey on 23 December 2019
and became the new listed holding company of the Group on 26 February 2021 via a court-approved scheme of arrangement under Part
26 of the UK Companies Act 2006, with the former holding company, TP ICAP plc, subsequently being renamed TP ICAP Finance plc.
Under the scheme of arrangement, shares in the former holding company of the Group were cancelled and the same number of new
ordinary shares was issued to the new holding company in consideration for the allotment to shareholders of one ordinary share of
25 pence in the new holding company for each ordinary share of 25 pence they held in the former holding company. The share-for-share
exchange between TP ICAP plc and TP ICAP Group plc was a common control transaction accounted for using merger accounting
principles. In adjusting the Group’s equity to reflect that of the new holding company, the sum of share capital, share premium, merger
reserve and reverse acquisition reserves under the former holding company were replaced by the share capital of the new holding
company together with a reorganisation reserve.
TP ICAP GROUP PLC Annual Report and Accounts 2025173
Financial statements
30. Share capital and other reserves continued
(b) Other reserves continued
Revaluation reserve
The revaluation reserve represents the remeasurement of assets in accordance with IFRS that have been recorded in other comprehensive income.
Translation reserve
This reserve records the effect of changes in exchange rates on translation of foreign operations recorded in other comprehensive income
and balances from legacy net investment hedges. As at 31 December 2025, £5m relates to amounts arising on previous net investment hedges
(2024: £5m), which can only be recycled to profit or loss upon disposal of the foreign operations previously subject to net investment hedges.
Treasury shares (all transactions and balances relate to TP ICAP Group plc ordinary shares)
As part of the Group’s share buyback programme, at 31 December 2025 the Group held 50,801,575 shares (2024: 38,698,600) with a fair
value of £132m (2024: £100m). During the year the Group repurchased 26,102,975 shares, representing 3.3% of the shares in issue, at a cost
of £73m.
Own shares (all transactions and balances relate to TP ICAP Group plc ordinary shares)
At 31 December 2025, the TP ICAP plc EBT held nil shares (2024: 990,741 shares) with a fair value of nil (2024: £3m).
At 31 December 2025, the TP ICAP Group plc EBT held shares and forward commitments totalling 18,650,504 shares (2024: 24,219,844
shares) with a fair value of £48m (2024: £63m). During the year the Trust delivered 26,604,228 shares in satisfaction of vesting share-based
awards, received 14,000,000 shares from TP ICAP Group plc at nil cost, and purchased 10,859,772 ordinary shares on the open market at
a cost of £29m. In June 2025, the Trust acquired 7,400,000 shares under the forward option purchase it had entered into in 2024 for
consideration of £19m. 6,600,000 shares will be awarded under the forward option purchase in March 2026 for consideration of £18m.
31. Share-based awards
Share-based payment expense
2025 2024
Amounts charged to ‘Employment, compensation and benefits’ in the Consolidated Income Statement £m £m
Global Equity Plan
22
15
Deferred Bonus Share Plan
11
11
Special Equity Award Plan
9
3
Equity Deferral Plan
1
–
Restricted Share Plan
5
2
Save As You Earn Share Option Plan
1
1
Long Term Incentive Plan
–
1
Total for equity-settled share-based awards
49
33
Global Equity Linked Plan (cash-settled awards)
–
6
49
39
2025 2024
Amounts credited to ‘Retained earnings’ in the Consolidated Statement of Changes In Equity £m £m
Equity-settled share-based awards
49
33
Exchange of cash to equity-settled share-based awards
–
18
49
51
Aggregated information on similar equity-settled share-based awards
Reconciliation of outstanding awards
Global Employee
Global Equity Deferred Bonus Special Equity Equity Deferral Executive Share Share Purchase
Plan Share Plan Award Plan Plan Plan Plan
Number Number Number Number Number £m
Outstanding at 1 January 2024
–
9,102,399
7,566,395
–
–
–
Granted
8,628,045
5,293,703
1,439,028
–
–
–
Exchanged
12,913,737
–
–
–
–
–
Forfeited
(12,542)
(116,964)
(125,488)
–
–
–
Settled
(3,184,208)
(4,615,021)
(1,945,231)
–
–
–
Outstanding at 31 December 2024
18,345,032
9,664 ,117
6,934,704
–
–
–
Granted
8,086,695
4,830,275
6,168,067
1,663,141
588,356
67,868
Forfeited
(297,735)
(224,254)
(36,392)
–
–
–
Settled
(7,701,580)
(4,466,368)
(4,955,602)
–
–
–
Outstanding at 31 December 2025
18,432,412
9,803,770
8,110,777
1,663,141
588,356
67,868
Global Employee
Global Equity Deferred Bonus Special Equity Equity Deferral Executive Share Share Purchase
Plan Share Plan Award Plan Plan Plan Plan
Weighted average grant date fair value pence pence pence pence pence pence
Awards granted during 2025
268.6p
258.0p
258.8p
259.5p
261.2p
262.7p
Awards granted during 2024
227.5p
225.2p
222.1p
n/a
n/a
n/a
TP ICAP GROUP PLC Annual Report and Accounts 2025174
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
31. Share-based awards continued
The Deferred Bonus Share Plan, Equity Deferral Plan, Executive Share Plan and Global Employee Share Purchase Plan may be settled
through the issuance of new shares, release of treasury shares or using shares purchased in the market. The Global Equity Plan and Special
Equity Award Plan can only be settled using shares purchased in the market. The fair value of the award equates to the monetary value
of the awards at grant date and includes the value of dividends that will accrue to the beneficiaries. Awards are subject to the completion
of service conditions of up to three years and the fulfilment of other conduct requirements, except the Global Equity Plan for which service
conditions are between three to five years.
Global Equity Plan
The Global Equity Plan is for eligible brokers. Under this plan, eligible brokers with performance bonuses and initial contract payments
in excess of agreed financial values receive a proportion of their payment in deferred shares.
Deferred Bonus Share Plan
The Deferred Bonus Share Plan is for the Group’s Executive Directors and senior managers. Under this plan, the Executive Directors have
50% of their annual discretionary bonus awarded in deferred shares, and employees identified as senior managers have up to 60% of
their annual discretionary bonus awarded in deferred shares. At the year end closing share price of 259.5p per share the estimated total
number of deferred shares for the 2025 bonus year was 4,340,589 (2024: 5,229,972).
Special Equity Award Plan
The Special Equity Award Plan is for eligible employees based on the recommendation of the Chief Executive Officer and subject to
approval by the Remuneration Committee. Executive Directors are not eligible for awards under this plan.
Equity Deferral Plan
The Equity Deferral Plan was created in 2025 and over time will replace the Global Equity Plan, Deferred Bonus Plan and Special Equity
Award Plan. The Plan is designed to give the Group greater flexibility in the operation of issuing share-based awards and wider
protections such as clawback rights. All employees including senior managers and brokers are eligible. Awards are subject to the
completion of three-year service conditions from grant date and the fulfilment of other conduct requirements.
Executive Share Plan and Global Employee Share Purchase Plan
The Executive Share Plan was introduced in May 2025 and is only for Executive Directors, and the Global Employee Share Purchase Plan
was introduced in September 2025. The expense associated with these plans was less than £1m in the year ended 31 December 2025.
Restricted Share Plan
The Restricted Share Plan (‘RSP’) is for Executive Directors and other senior employees. Awards made to Executive Directors are up to a
maximum of 1.25x base salary. Awards made to senior employees are based on the recommendation of the Chief Executive Officer and
subject to approval by the Remuneration Committee. All awards are subject to agreed performance conditions applicable to each grant.
2025 2024
Number Number
Outstanding as at 1 January
6,954,166
5,114,743
Granted
829,501
1,839,423
Settled
(3,241,032)
–
Forfeited
(159,925)
–
Outstanding as at 31 December
4,382,710
6,954,166
In 2025, shares to a maximum of 829,501 (2024: 971,028) were awarded to the Executive Directors. These awards are subject to performance
conditions measured over a three-year period, the details of which are set out in ‘Scheme interests awarded in the year (audited)’ of the
Report of the Remuneration Committee (page 120). No awards were made to senior employees during 2025 (2024: 868,395 under similar
service and performance conditions to Executive Directors). The weighted average grant date fair value for awards granted in 2025 was
258.0p per share (2024: 225.2p per share).
RSP awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
Save As You Earn share option plan
Eligible employees can save up to £500 per month with the option to use the savings to acquire shares. Options are exercisable within
six months following the third anniversary of the commencement of a three-year savings contract, or in the case of redundancy, injury,
disability or retirement, a reduced number of options are exercisable within six months of ceasing employment.
SAYE awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
When SAYE awards are granted, the exercise price of awards is set at a 20% discount to the average market value of the three days
immediately preceding the date of invitation. The exercise price per share of awards granted in prior years were 2024: 180.26p,
2023: 141.44p and 2022: 119.97p.
TP ICAP GROUP PLC Annual Report and Accounts 2025175
Financial statements
31. Share-based awards continued
Save As You Earn share option plan continued
The grant date fair values of share options are calculated using a Black-Scholes model with the following inputs:
2025 2024
Share price at grant date (pence)
255.5p
211.0p
Exercise price (pence)
198.9p
180.3p
Expected time to expiration (years)
3.09
3.00
Volatility (%)
31%
35%
Dividend yield (%)
6.97%
6.97%
Risk-free rate (%)
3.81%
4.49%
Grant date fair value (pence)
57.0 p
47.0p
2025
2024
Number of WAEP¹ Number of WAEP¹
options pence options pence
Outstanding at 1 January
7,649,545
131.03
7,548,639
128.22
Granted
3,117,535
198.86
1,067,808
180.26
Forfeited
(115,920)
159.75
(168,994)
131.25
Cancelled
(306,804)
171.73
(256,222)
153.56
Expired
(35,856)
146.62
(46,181)
143.55
Exercised²
(5,395,892)
120.27
(495,505)
181.40
Outstanding at 31 December³
4,912,608
182.55
7,649,545
131.03
Exercisable at 31 December
79,142
141.91
65,229
125.07
1 Weighted average exercise price.
2 The weighted average share price at the date of exercise during 2025 was 262.99p per share (2024: 224.22p per share).
3 The weighted average remaining contractual life of outstanding options as at 31 December 2025 was 2.29 years (31 December 2024: 1.33 years)
Long Term Incentive Plan
The Long Term Incentive Plan (‘LTIP’) was for Executive Directors and other senior employees. Awards are no longer being granted under
this Plan. Awards made to Executive Directors were up to a maximum of 2.5x base salary. Awards were subject to agreed performance
conditions applicable to each grant.
2025 2024
Number Number
Outstanding at 1 January
–
2,907,575
Forfeited
–
(1,212,733)
Settled
–
(1,694,842)
Outstanding at 31 December
–
–
At the end of each performance period, the numbers of shares vesting were determined based on the application of the relevant performance
conditions and, where applicable, are subject to a two-year holding period in which the shares cannot be sold (other than to cover the cost
of any applicable taxes) and will be eligible for dividend equivalence.
Global Equity Linked Plan
The Global Equity Linked Plan was for eligible brokers. In April 2024, the Plan was replaced by the Global Equity Plan, an equity-settled
plan discussed above. Awards outstanding at April 2024 were exchanged for new awards under the Global Equity Plan. Under the Global
Equity Linked Plan, eligible brokers with performance bonuses and initial contract payments in excess of agreed financial values received
a proportion of their payment in deferred shares. The awards were settled in cash by reference to the TP ICAP Group plc share price at
vesting and were subject to the completion of service conditions of between three to five years, and the fulfilment of other conduct
requirements. The fair value of the shares equates to the monetary value of the awards at grant date and includes the value of dividends
that will accrue to the beneficiaries. No awards were granted in 2025 (2024: nil).
2025 2024
Number Number
Outstanding at the beginning of the year
–
15,4 87,576
Granted during the year
–
–
Forfeited during the year
–
(13,093)
Settled during the year
–
(2,560,746)
Cancelled and exchanged for Global Equity Plan awards
–
(12,913,737)
Outstanding at the end of the year
–
–
The cancellation of the Global Equity Linked Plan awards and their replacement with matching Global Equity Plan awards was accounted
for as a modification in accordance with IFRS 2 Share-based Payment. The liability held in respect of the Global Equity Linked Plan
awards at the time of the modification was transferred to equity, resulting in a credit to ‘Retained earnings’ of £18m in 2024. As there
were no differences between the fair values of the awards when modified, no additional charge to the Consolidated Income Statement
was recorded.
TP ICAP GROUP PLC Annual Report and Accounts 2025176
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
32. Acquisitions
Acquisition of Neptune Networks Limited
On 30 May 2025, the Group acquired Neptune Networks Limited (‘Neptune’), a data and connectivity platform which facilitates the
exchange of data between credit market participants and develops data products for use by those participants. The Group’s intention is
to integrate Neptune’s data network with Liquidnet’s electronic credit trading platform. The Group paid cash consideration of £23m for its
70% interest, with the remaining 30% being held by a consortium of banks. As part of the acquisition the Group has written a put option
that allows the banks to sell their shares to the Group between five and seven years after the acquisition date, subject to the fulfilment of
certain conditions. Due to the presence of this written put option the Group has elected as an accounting policy choice to follow the
principles of IAS 32 and not recognise a non-controlling interest in respect of the shares held by the consortium of banks. Had the Group
recognised a non-controlling interest this would have been at its fair value of £10m.
A reconciliation of initial goodwill recognised as of the acquisition date is as follows:
As at 30 May 2025
£m
Cash consideration paid by the Group
23
Redemption liability for written put option
14
Fair value of identified intangible assets
(2)
Identifiable net liabilities of Neptune
1
Goodwill recognised on acquisition of Neptune
36
The fair value of identified intangible assets and identifiable assets and liabilities may be subject to change until 30 May 2026, as
permitted under IFRS 3. The revenue and profit or loss of Neptune recognised in these Financial Statements are £3m and nil respectively,
and had the Group acquired Neptune on 1 January 2025 these amounts would have been £5m revenue and £nil profit after tax.
Acquisition-related costs of £3m have been recognised in ‘General and administrative expenses’.
Goodwill has been allocated in full to the Global Broking business division.
Other acquisitions
On 6 June 2025, the Group entered into an agreement to acquire the business of Cambridge International, a 13-broker credit business
based in both the United States of America and the United Kingdom. Consideration of £2m was paid in cash with deferred consideration
of £1m payable over a three-year period subject to revenue targets. The fair values of the identifiable assets and liabilities acquired were
negligible, resulting in the recognition of goodwill of £3m, attributable to the highly skilled workforce and the business’s reputation.
33. Cash flow information
(a) Reconciliation of profit before tax to cash generated from operations
2025 2024
£m £m
Profit before tax
230
214
Add back: finance costs
70
64
Deduct: finance income
(36)
(42)
Earnings before interest and tax
264
236
Adjustments for:
– Share-based payment charge
49
33
– Depreciation of property, plant and equipment
17
19
– Impairment of property, plant and equipment
–
1
– Depreciation of right-of-use assets
21
23
– Impairment of right-of-use assets
–
5
– Amortisation of other intangible assets
37
30
– Impairment of other intangible assets
–
2
– Amortisation of intangible assets arising on consolidation
40
42
– Impairment losses on trade and other receivables
6
–
– Fair value adjustment to investment property
(2)
9
– Gain on remeasurement on lease liabilities
–
(12)
– Unrealised loss on operational derivatives
(1)
–
Net operating cash flow before movement in working capital
431
388
Increase in trade and other receivables
(87)
(13)
(Increase)/decrease in net Matched Principal related balances
(39)
46
Increase in net balances with clearing organisations
4
10
Decrease/(increase) in net stock lending balances
12
(38)
(Decrease)/increase in trade and other payables
(7)
69
(Decrease)/increase in provisions
(11)
5
Cash generated from operations
303
467
TP ICAP GROUP PLC Annual Report and Accounts 2025177
Financial statements
33. Cash flow information continued
(b) Net funds reconciliation
Liabilities from financing activities
Liquid assets
Loans and Cash and cash Financial
borrowings Overdrafts Lease liabilities equivalents investments Net funds
£m £m £m £m £m £m
At 1 January 2024
(827)
(10)
(251)
1,029
189
130
Cash items
116
8
42
38
(24)
180
Non-cash items
(41)
–
(11)
–
–
(52)
Exchange rate movements
1
–
(1)
1
(5)
(4)
At 31 December 2024
(751)
(2)
(221)
1,068
160
254
Cash items
26
(30)
45
(97)
11
(45)
Non-cash items
(44)
–
(30)
–
–
( 74 )
Exchange rate movements
–
(1)
7
(35)
(5)
(34)
At 31 December 2025
(769)
(33)
(199)
936
166
101
The signage of cash items will vary depending on whether they are classified as assets or liabilities. A cash inflow for an asset is recorded
with a positive sign (cash outflow: negative sign). Conversely, cash inflow for a liability is recorded with a negative sign (cash outflow:
positive sign).
Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with a remaining maturity of three
months or less on recognition. As at 31 December 2025, cash and cash equivalents, net of overdrafts, amounted to £903m (2024: £1,066m)
of which £109m (2024: £176m) represents amounts subject to restrictions and therefore not readily available to be used for other purposes
within the Group. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying
periods of between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the
respective short-term deposit rates.
Financial investments comprise liquid short-term government securities and term deposits held with banks and clearing organisations.
Non-cash movements include accrued interest on loans and borrowings, the amortisation of debt issuance costs, new leases and other
changes to lease liabilities.
34. Contingent liabilities
Labour claims – ICAP Brazil
ICAP do Brasil Corretora De Títulos e Valores Mobiliários Ltda (‘ICAP Brazil’) is a defendant in three (31 December 2024: four) pending
lawsuits filed in the Brazilian Labour Court by persons formerly associated with ICAP Brazil seeking damages under various statutory
labour rights accorded to employees and in relation to various other claims including wrongful termination, breach of contract and
harassment (together the ‘Labour Claims’). The Group now estimates the maximum potential aggregate exposure in relation to the
Labour Claims to be immaterial.
Flow case – Tullett Prebon Brazil
In December 2012, Flow Participações Ltda and Brasil Plural Corretora de Câmbio, Títulos e Valores (‘Flow’) initiated a lawsuit against
Tullett Prebon Brasil Corretora de Valores e Câmbio Ltda. and Tullett Prebon Holdings do Brasil Ltda alleging that the defendants have
committed a series of unfair competition misconducts, such as the recruitment of Flow’s former employees, the illegal obtainment and use
of systems and software developed by the plaintiffs, as well as the transfer of technology and confidential information from Flow and the
collusion to do so in order to increase profits from economic activities. The amount currently claimed is BRL 478m (£67.6m) (31 December
2024: BRL 435m (£56.2m)). The Group intends to vigorously defend itself but there is no certainty as to the outcome of these claims.
Currently, the case is in an early expert testimony phase. It is not practicable at this time to estimate any potential financial impact on
the Group in respect of this matter.
LIBOR class actions
The Group is currently defending the following LIBOR related actions:
(i) Stichting LIBOR class action
The Stichting LIBOR class action, brought in the Netherlands in 2017 alleging multi currency benchmark manipulation, was initially
dismissed in full in 2020. In 2024, the appellate court reinstated most claims, and an application for immediate appeal to the Dutch
Supreme Court is pending. The Group is defending the matter and may benefit from an indemnity from NEX Group Limited. It is not
practicable to estimate any potential financial impact at this time.
(ii) Euribor class action
In 2015, ICAP Europe Limited was named as a defendant in a U.S. Euribor manipulation class action lawsuit filed in the United States
District Court for the Southern District of New York. In 2017, the District Court dismissed ICAP Europe Limited from the case due to a lack of
personal jurisdiction. In August 2025, the U.S. Court of Appeals for the Second Circuit affirmed the District Court’s prior decision, resulting
in ICAP Europe Limited’s dismissal from the case.
TP ICAP GROUP PLC Annual Report and Accounts 2025178
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
34. Contingent liabilities continued
Matters relating to the Group’s historical involvement in German dividend tax arbitrage transactions (‘cum-ex’ transactions)
The Group is subject to a number of ongoing criminal and civil investigations and proceedings relating to alleged historical involvement of
ICAP in certain German dividend tax arbitrage (‘cum-ex’) transactions, arising from activities that took place by ICAP prior to the creation
of TP ICAP in 2016 following the acquisition of ICAP’s voice broking businesses.
The cum-ex criminal matters involve TP ICAP Markets Limited (formerly ICAP Securities Limited), The Link Asset and Securities Company
Limited (‘Link’) and certain former ICAP employees and three former ICAP directors. While preliminary and insufficient particularised at
this stage, the investigations and proceedings by prosecutors in Frankfurt and Cologne remain complex. No Group company, employee or
director, or former employee or director, has been charged or indicted. The Group believes the investigations and proceedings have limited
merit and intends to vigorously defend any charges should they arise.
The associated cum-ex civil matters involve:
(i) the dismissal and closure of claims by Portigon AG against TP ICAP Finance plc in New York City in 2025. A separate complaint by
Portigon AG against TP ICAP Markets Limited in New York was served in February 2026. The Group believes the claim by Portigon AG
has no merit and intends to vigorously defend the complaint;
(ii) ongoing proceedings brought by MM Warburg & Co. in Hamburg against Link and TP ICAP Markets Limited. The claims by MM Warburg
are on a joint and several liability basis and relate to certain transactions in which MM Warburg has refunded EUR 185 million to the
German tax authorities and is subject to a criminal confiscation order of EUR 176.5 million. MM Warburg has also been ordered to
repay a further EUR 60.8 million to the German tax authorities and is subject to a related civil claim for EUR 48.8 million. In March
2025, MM Warburg’s claims against Link were dismissed and a partial judgment against TP ICAP Markets Limited was given.
MM Warburg has appealed the partial dismissal of its claims. TP ICAP Markets Limited has appealed the judgment insofar as it ruled
against TP ICAP. TP ICAP’s appeal outlines why the claims by MM Warburg have no merit. The Group intends to vigorously defend the
complaint; and
(iii) the receipt and issuance in a number of jurisdictions of German third-party notices to preserve legal rights to bring further German
law claims.
The outcomes of the cum-ex matters remain uncertain and cannot be reliably estimated, accordingly the Group has not recognised a provision
at this time. Due to the level of uncertainty, it is not practicable to estimate any potential financial impact in respect of these matters.
General note
The Group operates in a wide variety of jurisdictions around the world and uncertainties therefore exist with respect to the interpretation
of complex regulatory, corporate and tax laws and practices of those territories. Accordingly, and as part of its normal course of business,
the Group is required to provide information to various authorities as part of informal and formal enquiries, investigations or market
reviews. From time to time the Group’s subsidiaries are engaged in litigation in relation to a variety of matters. The Group’s reputation may
also be damaged by any involvement or the involvement of any of its employees or former employees in any regulatory investigation and
by any allegations or findings, even where the associated fine or penalty is not material.
Save as outlined above in respect of legal matters or disputes for which a provision has not been made, notwithstanding the uncertainties
that are inherent in the outcome of such matters, currently there are no individual matters which are considered to pose a significant risk of
material adverse financial impact on the Group’s results or net assets.
The Group establishes provisions for taxes other than current and deferred income taxes, based upon various factors which are continually
evaluated, if there is a present obligation as a result of past events, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
In the normal course of business, certain of the Group’s subsidiaries enter into guarantees and indemnities to cover trading arrangements
and/or the use of third-party services or software.
The Group is party to numerous contractual arrangements with its suppliers some of which, in the normal course of business, may become
subject to dispute over a party’s compliance with the terms of the arrangement. Such disputes tend to be resolved through commercial
negotiations but may ultimately result in legal action by either or both parties.
35. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this Note.
The total amounts owed to and from associates at 31 December 2025 is reflected in the table below. The highest value of amounts owed by
associates in the year was £16m and related to dividend income (2024: £4m). Brokerage services to joint ventures during 2025 were £3m
and reflected within revenue (2024: £5m) and £1m (2024: £1m) in management fees from associates (Note 6).
TP ICAP GROUP PLC Annual Report and Accounts 2025179
Financial statements
35. Related party transactions continued
The total amounts owed to and from related parties at 31 December 2025 are set out below:
Amounts owed by Amounts owed to
related parties related parties
2025 2024 2025 2024
£m £m £m £m
Associates
4
4
–
–
Joint ventures
–
–
(3)
(3)
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been
made for doubtful debts in respect of the amounts owed by related parties.
Directors
Costs in respect of the Directors who were the key management personnel of the Group during the year are set out below. Further
information about the individual Directors is provided in the audited part of the Report on Directors’ Remuneration on pages 112 to 122.
2025 2024
£m £m
Short-term benefits¹
6
5
Share-based payments²
4
3
Social security costs
1
1
11
9
1 Excludes deferred short-term incentives.
2 Reflects share-based payment expenses charged to the Income Statement.
36. Principal subsidiaries
At 31 December 2025, the following companies were the Group’s principal subsidiary undertakings. A full list of the Group’s undertakings,
the country of incorporation and the Group’s effective percentage of equity owned is set out in the listing on pages 183 to 188. All subsidiaries
are involved in broking, information sales or their ancillary services and have a 31 December year end.
Issued ordinary
Country of incorporation and operation
Principal subsidiary undertakings
shares, all voting
Brazil
Tullett Prebon Brasil Corretora de Valores e Cambio Ltda
100%
England
ICAP Global Derivatives Limited
100%
ICAP Information Services Limited
100%
TP ICAP Broking Limited
100%
TP ICAP Markets Limited
100%
TP ICAP E&C Limited
100%
TP ICAP Group Services Limited
100%
Liquidnet Europe Limited
100%
France
TP ICAP (Europe) S.A.
100%
Guernsey (operating in England)
Tullett Prebon Information Limited
100%
Hong Kong
TP ICAP (Hong Kong) Limited
100%
Japan
Tullett Prebon (Japan) Limited
80%
Singapore
TP ICAP (Singapore) Pte. Ltd.
100%
TP ICAP Markets (Singapore) Pte. Ltd. (Formerly Tullett Prebon 100%
(Singapore) Limited)
United Arab Emirates
TP ICAP (Dubai) Limited
100%
United States
TP ICAP Global Markets Americas LLC
100%
Tullett Prebon Americas Corp.
100%
ICAP Information Services Inc
100%
TP ICAP Financials and Commodities LLC (Formerly ICAP Energy LLC)
100%
Liquidnet Inc.
100%
As at 31 December 2025, £19m (2024: £18m) is due to non-controlling interests relating to those subsidiaries that are not wholly owned.
Movements in non-controlling interests are set out in the Consolidated Statement of Changes in Equity. No individual non-controlling
interest is material to the Group. There are no significant restrictions on the ability of the Group to access or use assets and settle liabilities
relating to these subsidiaries.
37. Events after the reporting period
There have been no significant transactions or events that have affected the Group since 31 December 2025 that require adjustment
or disclosure in these Financial Statements.
TP ICAP GROUP PLC Annual Report and Accounts 2025180
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
TP ICAP Group plc shareholder information
Financial calendar
TP ICAP Group plc Preliminary Results 12 March 2026
Ex-dividend date for final dividend 9 April 2026
Record date for final dividend 10 April 2026
Final date for Dividend Reinvestment Plan election 30 April 2026
Annual General Meeting (‘AGM’) 13 May 2026 at 14:15 BST
Final dividend payment date (if dividend approved at AGM) 22 May 2026
Dividends
A final dividend of 11.6p per ordinary share will be recommended to shareholders at the 2026 AGM.
Dividend mandate
Dividend payments are only made electronically. You will need to provide bank account details in order that payment can be made to you.
UK shareholders: You can register your bank account details for the payment of dividends via the Investor Centre at
uk.investorcentre.mpms.mufg.com or by contacting MUFG Corporate Markets.
Non-UK shareholders: If you are resident outside the UK you may be able to have dividends in excess of £10 paid into your bank
account directly via the MUFG Corporate Markets international payments service. Details and terms and conditions may be viewed at
mpms.mufg.com. If your jurisdiction is not covered by the international payments service please contact MUFG Corporate Markets to
discuss the payment options available.
The Company has in place a facility for payments to be made via CREST.
Dividend Reinvestment Plan (‘DRIP’)
The Company offers a DRIP, where your dividend can be reinvested in further TP ICAP Group plc shares through a specially arranged share
dealing service. For further information contact MUFG Corporate Markets whose contact details are set out below.
Shareholder information on the internet
The Company maintains an investor relations page on its website, www.tpicap.com, which allows access to both current and historic share
price information, Directors’ biographies, copies of Company reports, selected press releases and other useful investor information.
Investor Centre shareholder portal
The Investor Centre, uk.investorcentre.mpms.mufg.com, is an online service, provided by MUFG Corporate Markets, enabling you to
quickly and easily access and maintain your shareholding online – reducing the need for paperwork and providing 24-hour access to your
shareholding details. You will need to log into your Investor Centre account or register if you have not previously done so. Once you have
set up your account you will need to add your shareholding by clicking ‘Add Holding’ in the ‘Portfolio’ section and following the on-screen
instructions. You will require your Investor Code (‘IVC’) to add your shareholding – this can be found on your share certificate.
Alternatively you can download the Investor Centre app which is available to download on both the Apple App Store and Google Play,
or by scanning the relevant QR code below.
Through the Investor Centre, you can:
> View your holding balance and movements, and get an indicative valuation;
> View your dividend payments and provide bank mandate instructions so that dividends can be paid directly to your bank account;
> Update your address;
> Cast your proxy vote on resolutions put to the Annual General Meeting;
> Elect to receive shareholder communications electronically; and
> Access a wide range of shareholder information and services including the ability to download shareholder forms.
TP ICAP GROUP PLC Annual Report and Accounts 2025181
Additional information
Registrar
MUFG Corporate Markets act as the Company’s registrars. As such, administrative queries regarding your shareholding (including
notifying a change of name or address, queries regarding dividend payments and the DRIP scheme, etc) are best directed to MUFG
Corporate Markets, who can be contacted at:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Email: shareholderenquiries@cm.mpms.mufg.com
Telephone: 0371 664 0300¹
1 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable International rate.
Lines are open 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.
Shareholder security
TP ICAP encourages all shareholders to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company
annual reports. If you receive any unsolicited investment advice, whether over the telephone, through the post or by email, you should;
> Make sure you note the name of the organisation and, if possible, the name of the individual contacting you.
> Check they are properly authorised by the FCA by visiting https://register.fca.org.uk/ and
www.fca.org.uk/consumers/report-scam-unauthorised-firm.
Any details of share-dealing facilities that TP ICAP endorses will be included in the Company’s mailings.
Independent auditor
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditor
1 Embankment Place
London WC2N 6RH
United Kingdom
www.pwc.co.uk
Registered office
TP ICAP Group plc
22 Grenville Street
St Helier
Jersey
JE4 8PX
Telephone: +44 (0)1534 676720
Website: www.tpicap.com
TP ICAP Group plc is a company registered in Jersey with registered number 130617.
TP ICAP Group plc shareholder information continued
TP ICAP GROUP PLC Annual Report and Accounts 2025182
Group undertakings
Details of the Group’s subsidiaries, which have been consolidated into the Group’s results, and details of investments in associates and joint
ventures are provided below. Unless otherwise stated, the undertakings below are wholly owned and the interest represents both the
effective ownership interest and voting rights held indirectly held by the Company.
Company name
Country of
incorporation Interest Registered office address
ICAP Futures (Australia) Pty Ltd Australia Level 27, 9-13 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Liquidnet Australia Pty Ltd Australia Suite 2, Level 29, 9-13 Castlereagh Street, Sydney NSW 2000
Australia
TP ICAP (Australia) Pty Ltd Australia Level 27, 9-13 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
TP ICAP Management Services (Australia) Pty
Limited
Australia Level 27, 9-13 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Tullett Prebon (Australia) Pty Limited Australia Suite 01, Level 29, 9-13 Castlereagh Street, Sydney, New South
Wales, 2000, Australia
PVM Data Services GmbH (in liquidation) Austria Euro Plaza – Building G, Am Euro Platz 2, 1120 Vienna, Austria
ICAP (Middle East) W.L.L. Bahrain 49% PO Box 5488, 43rd Floor, 4301, West Tower, Bahrain Financial
Harbour, Bahrain
Tullett Liberty (Bahrain) Co. W.L.L. Bahrain 82.70% PO Box 20526, Flat No.11, Building 104, 383 Road 2831,
Manama 316, Bahrain
Liquidnet Bermuda Limited Bermuda Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda
PVM Oil Associates Ltd Bermuda Coson Corporate Services Limited, Cedar House, 3rd Floor,
41 Cedar Avenue, Hamilton HM12, Bermuda
ICAP do Brasil Corretora de Títulos e Valores
Mobiliários Ltda.
Brazil Avenida das Américas, 3.500, Ed. Londres, 2º andar, Barra da
Tijuca, Rio de Janeiro-RJ, CEP 22640-102, Brazil
Tullett Prebon Brasil Corretora de Valores e
Câmbio Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Tullett Prebon Holdings Do Brasil Ltda. Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Catrex Limited British
Virgin
Islands
Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands
LCM D Limited British
Virgin
Islands
Citco B.V.I Limited, Fleming House, Wickhams Cay, PO Box 662,
Road Town, Tortola, British Virgin Islands
Liquidnet Canada Inc. Canada Crease Harman LLP – 800-1070 Douglas Street, Victoria BC V8W
Canada
Tullett Prebon Canada Limited Canada 1 Toronto Street, Suite 308, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
Tullett Prebon Americas Corp., Toronto Branch Operating
in Canada
1 Toronto Street, Suite 301, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
SIF ICAP Chile Holdings Ltda. Chile 50% Magdalena 181 Piso 14 Las Condes, Santiago, 7550055, Chile
SIF ICAP Chile SpA. Chile 40% Magdalena 181 Piso 14 Las Condes, Santiago, 7550055, Chile
Enmore Commodity Brokers (Shanghai) Co. Ltd. China 49% Room 720, Building 3, No. 999 Jinzhong Road, Changning
District, Shanghai, China
ICAP Shipping (Shanghai) Co,. Ltd. China Room 4169, 4th Floor, No. 4 Building, No.173 Handan Road,
Hongkou District, Shanghai, 200437, China
Tullett Prebon Sitico (China) Limited China 33% Room 1001, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
Prebon Yamane International Limited,
Shanghai Representative Office
Operating
in China
Room 302, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
ICAP Colombia Holdings S.A.S. Colombia 94.24% Km 33 Via Sopo Aposentos C-64 Municipio Sopó, Cundinamarca,
Colombia
SET-ICAP FX S.A. Colombia 47.94% Carrera 11 No. 93-46 – Oficina 403, Bogotá, Colombia
SET-ICAP Securities S.A. Colombia 47.41% Carrera 11 No. 93-46 – Oficina 403, Bogotá, Colombia
Vega-Chi Financial Technologies Limited Cyprus 35, Le Corbusier, North side, 1st Floor, 3075 Limassol, Cyprus
TP ICAP Commodities Limited, filial af TP ICAP
Commodities Limited
Denmark Rentemestervej 14, Copenhagen NV, DK-2400, Denmark
TP ICAP GROUP PLC Annual Report and Accounts 2025183
Additional information
Group undertakings continued
Company name
Country of
incorporation Interest Registered office address
ICAP Scandinavia, filial af TP ICAP (Europe) SA,
Frankrig
Operating
in Denmark
Rentemestervej 14, Copenhagen NV, DK-2400, Denmark
ICAP del Ecuador S.A. Ecuador Eloy Alfaro 2515 y Catalina Aldáz, N34-189, Quito, Ecuador
TP ICAP (Europe) SA France 42, rue Washington, 75008 Paris, France
Astley & Pearce Deutschland GmbH
(in liquidation)
Germany Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
TP ICAP (Europe) S.A., Frankfurt Branch Operating
in Germany
Mainzer Landstrasse 1, Frankfurt, 60329, Germany
Tullett Prebon Information Limited Guernsey,
Operating
in UK
First Floor, Le Marchant House, Le Truchot, St Peter Port, GY1 1GR,
Guernsey
ICAP Securities Hong Kong Limited Hong Kong 20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Liquidnet Asia Limited Hong Kong Suite 2501, 25/F One Hennessy, 1 Hennessy Road, Wan Chai,
Hong Kong
TP ICAP (Hong Kong) Limited Hong Kong 20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
TP ICAP Management Services (Hong Kong)
Limited
Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Tullett Prebon (Hong Kong) Limited Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP IL India Private Limited India 40% Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla
Complex, Bandra (E), Mumbai, 400051, Maharashtra, India
P.T. Inti Tullett Prebon Indonesia Indonesia 57.52% Menara Dea, Tower II, 3rd Floor, Suite 301, Mega Kuningan area,
Jalan Mega Kuningan Barat Kav. E4.3 No. 1-2, Jakarta 12950,
Indonesia
Louis Capital Markets Israel Limited Israel 45 Rothschild Boulevard, 6578403 Tel-Aviv, Israel
Central Totan Securities Co. Ltd Japan 20% Totan Muromachi Building 5th Floor, 4-10 Nihonbashi Muromachi
4-chome, Chuo-ku, Tokyo 103-0022 Japan
Liquidnet Japan Inc. Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku,
Tokyo 107-0052, Japan
Totan ICAP Co., Ltd. Japan 40% 7th Floor, Totan Muromachi Building, 4-4-10 Nihonbashi
Muromachi, Chuo-ku, Tokyo, 103-0022, Japan
Tullett Prebon (Japan) Limited Japan 80% Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku,
Tokyo 107-0052, Japan
Tullett Prebon Energy (Japan) Limited Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku,
Tokyo 107-0052, Japan
Tullett Prebon ETP (Japan) Ltd Japan 80% Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku,
Tokyo 107-0052, Japan
tpSEF Inc., Tokyo Branch Operating
in Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku,
Tokyo 107-0052, Japan
Parameta Solutions Holdings Limited Jersey 22 Grenville Street, St Helier, JE4 8PX, Jersey
TP ICAP Holdings Limited * Jersey 22 Grenville Street, St Helier, JE4 8PX, Jersey
TP ICAP Commodities (APAC) Pte. Ltd. Korea
Branch
Korea,
Republic of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
Tullett Prebon Money Brokerage (Korea)
Limited
Korea,
Republic of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
ICAP (Malaysia) Sdn. Bhd Malaysia 58.30% 802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia
ICAP Bio Organic S. de RL de CV Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500
D F Mexico, Mexico
Plataforma Mexicana de Carbono S De RL De
CV
Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500
D F Mexico, Mexico
SIF Agro S.A. De C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500
D F Mexico, Mexico
SIF ICAP Derivados, S.A. DE C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500
D F Mexico, Mexico
SIF ICAP Servicios, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500
D F Mexico, Mexico
TP ICAP GROUP PLC Annual Report and Accounts 2025184
Company name
Country of
incorporation Interest Registered office address
SIF ICAP, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500
D F Mexico, Mexico
ICAP Holdings (Nederland) B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
ICAP Latin American Holdings B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
iSwap Euro B.V. Netherlands 50.10% Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
Prebon Holdings B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
The Netherlands
ICAP Energy AS, Netherlands Branch Operating
in the
Netherlands
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
TP ICAP (Europe) S.A., Netherlands Branch Operating
in the
Netherlands
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
Aotearoa Energy Limited New
Zealand
Level 7, 50 Albert Street, Auckland Cbd, Auckland, 1025,
New Zealand
ICAP New Zealand Limited New
Zealand
Level 12, 36 Customhouse Quay, Wellington, 6000, New Zealand
ICAP African Brokers Limited Nigeria 66.30% Plot 1679, 4th Floor, African Re-Insurance Building, Karimu Kotun
Street, Victoria Island, Lagos State, Nigeria
ICAP Energy AS Norway Fantoftvegen 2, Bergen, 5072 Bergen, Norway
TP ICAP (Europe) S.A., Norway Branch Operating
in Norway
Fantoftvegen 2, Bergen, 5072 Bergen, Norway
Datos Técnicos, S.A. Peru 25% Pasaje Acuña 106 – Lima, Peru
ICAP Information Services Limited Philippine
(Branch)
Philippines 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio
South, Bonifacio Global City, Fort Bonifacio, Taguig City, 1634,
Philippines
ICAP Philippines Inc. (In liquidation) Philippines 99.90% 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio
South, Bonifacio Global City, Fort Bonifacio, Taguig City, 1634,
Philippines
Tullett Prebon (Philippines) Inc. Philippines 51% 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio
South, Bonifacio Global City, Fort Bonifacio, Taguig City, 1634,
Philippines
TP ICAP Management Services Limited
Philippine Branch
Operating
in
Philippines
14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio
South, Bonifacio Global City, Fort Bonifacio, Taguig City, 1634,
Philippines
Liquidnet Singapore Private Limited Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623,
Singapore
Noranda Investments Pte Ltd Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623,
Singapore
Parameta Solutions (Singapore) Pte. Limited Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623,
Singapore
TP CAP (Singapore) Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623,
Singapore
TP ICAP Commodities (APAC) Pte. Ltd. Singapore 50 Raffles Place #41-00, Singapore Land Tower, 048623,
Singapore
TP ICAP Management Services (Singapore) Pte.
Ltd.
Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623,
Singapore
TP ICAP Markets (Singapore) Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623,
Singapore
Garban South Africa (Pty) Limited South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
ICAP Broking Services South Africa (Pty) Ltd South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
ICAP Holdings South Africa (Pty) Limited South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
TP ICAP GROUP PLC Annual Report and Accounts 2025185
Additional information
Group undertakings continued
Company name
Country of
incorporation Interest Registered office address
ICAP Securities South Africa (Proprietary)
Limited
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
Tullett Prebon South Africa (Pty) Limited South Africa 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
ICAP Energy AS, Spain Branch Operating
in Spain
Avenida de la vega 1 Edificio Veganova 2 Planta 5 Oficina Este
28108 Madrid
TP ICAP (Europe) S.A., Madrid Branch Operating
in Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid,
Spain
Tullett Prebon (Europe) Limited, Spanish Branch Operating
in Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid,
Spain
Parameta Solutions EU SL Spain Paseo de la Castellana, Edificio Torre Europa Pl 10B, Madrid,
28046, Spain
TP ICAP Broking Limited, Londres, succursale
de Geneve
Operating
in
Switzerland
Quai de I’lle 13, Level 3, Geneva, CH-1204, Switzerland
ICAP Securities Co., Ltd. Thailand No. 55 Wave Place Building, 13th Floor, Wireless Road,
Khwaeng Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
ICAP-AP (Thailand) Co., Ltd. Thailand No. 55 Wave Place Building, 13th Floor, Wireless Road,
Khwaeng Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Nextgen Holding Co., Ltd. Thailand 99.96% No. 55 Wave Place Building, 13th Floor, Wireless Road,
Khwaeng Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Wall Street Tullett Prebon Limited Thailand 49% 33-63 Wall Street Tower Building, Surawong Road, Bangkok,
10500, Thailand
Wall Street Tullett Prebon Securities Limited Thailand 49% 33-63 Wall Street Tower Building, Surawong Road, Bangkok,
10500, Thailand
iSwap Euro B.V. - UK Branch Operating
in UK
50.10% 135 Bishopsgate, London, EC2M 3TP, England
PVM Oil Associates Ltd, UK Branch Operating
in UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Europe) S.A., UK Branch Operating
in UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Global Markets Americas LLC, UK
Branch
Operating
in UK
135 Bishopsgate, London, EC2M 3TP, England
Cleverpride Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Emsurge Limited UK 15.31% 1 Garrick Close, Hersham, Walton-On-Thames, KT12 5NY, England
Exco Bierbaum AP Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Exco Nominees Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban Group Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban International UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Energy Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Broking Finance Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Derivatives Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (Asia Pacific) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (UK) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Information Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
iSwap Euro Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
iSwap Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
LCM Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Technologies Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Louis Capital Markets UK LLP UK 135 Bishopsgate, London, EC2M 3TP, England
OTAS Technologies Holdings Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Neptune Networks Limited UK 70.00% 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP GROUP PLC Annual Report and Accounts 2025186
Company name
Country of
incorporation Interest Registered office address
Patshare Limited UK 50% 135 Bishopsgate, London, EC2M 3TP, England
Prebon Limited UK 135 Bishopsgate, London, EC2M 3TP, England
PushPull Technology Ltd UK 30.63% 43-45 Dorset Street, London, W1U 7NA, England
PVM Oil Futures Limited UK 135 Bishopsgate, London, EC2M 3TP, England
PVM Smart Learning Limited UK 50% 1 The Lockers, Bury Hill, Hemel Hempstead, HP1 1SR, England
The Link Asset and Securities Company Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (APAC) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Asia Pacific Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Broking Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Commodities Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP E&C Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP EMEA Investments Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Finance plc* UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Group Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Latin America Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Management Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Markets Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP MTF Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP NewCo Limited UK 70.00% 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (No. 3) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Latin America Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Pension Trustee Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Dubai) Limited United Arab
Emirates
Central Park Towers, Office Tower Level 04, Units 32/33/34/35,
P.O. Box 506787, DIFC, Dubai, United Arab Emirates
Atlas Physical Grains, LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218,
United States
Burton Taylor Consulting LLC US The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, DE, 19801, United States
Coex Partners Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Exco Noonan Pension LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
First Brokers Securities LLC US 40% 1209 Orange Street, Wilmington, Delaware, 19801, United States
ICAP Global Broking Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Information Services Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Media LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Merger Company LLC US 80 State Street, Albany, New York, 12207, United States
ICAP SEF (US) LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
iSwap US Inc US 50.10% 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Liquidnet, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, United States
Liquidnet, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, United States
Louis Capital Markets LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
M.W. Marshall, Inc. (in dissolution) US 80 State Street, Albany, New York, 12207, United States
Neptune Networks US LLC US 70.00% The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, DE, 19801, United States
PVM Futures Inc. US Princeton South Corporate Center, Suite 160, 100 Charles Ewing
Blvd, Ewing, New Jersey, 08628, United States
PVM Oil Associates Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
PVM Petroleum Markets LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218,
United States
Revelation Holdings, Inc. (in dissolution) US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
SCS Energy Corp. (in dissolution) US 80 State Street, Albany, New York, 12207, United States
TP ICAP Americas Holdings Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
TP ICAP Commodities Americas, LLC US The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, DE, 19801, United States
TP ICAP GROUP PLC Annual Report and Accounts 2025187
Additional information
Company name
Country of
incorporation Interest Registered office address
TP ICAP Global Markets Americas LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
TP ICAP Financials and Commodities LLC US 421 West Main Street, Frankfort, Kentucky, 40601, United States
tpSEF Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Americas Corp. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Information Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Wrightson ICAP LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
* Directly held.
Group undertakings continued
TP ICAP GROUP PLC Annual Report and Accounts 2025188
Appendix – Alternative Performance Measures
(unaudited)
Alternative Performance Measures (‘APMs’) are complementary to measures defined within International Financial Reporting Standards
(‘IFRS’) and are used by management to explain the Group’s business performance and financial position. They include common industry
metrics, as well as measures which management and the Board consider are useful to enhance the understanding of its performance and
allow meaningful comparisons between periods and business divisions. The APMs reported are monitored consistently by the Group to
manage performance on a monthly basis.
APMs are defined below. Commentary and outlook based on these APMs considered important in measuring the delivery of the Group’s
strategic priorities that can be found in the Financial and operating review on pages 38 to 49. Detailed reconciliations of APMs to their
nearest IFRS Income Statement equivalents and adjusted APMs can be found in this section, if not readily identifiable from the Annual Report.
The APMs the Group uses are:
Term Definition
Adjusted attributable
earnings
Earnings attributable to owners of TP ICAP Group plc less significant items and taxation on significant items.
Adjusted earnings Reported earnings less significant items and taxation on significant items. Used interchangeably with Adjusted
profit for the year or Adjusted post-tax earnings.
Adjusted earnings
per share
Adjusted earnings less earnings attributable to non-controlling interests, divided by the weighted number
of shares in issue.
Adjusted EBIT Earnings before net interest, tax, significant items and share of equity accounted investments’ profit after tax.
Used interchangeably with Adjusted operating profit.
Adjusted EBIT margin Adjusted EBIT margin is adjusted EBIT expressed as a percentage of reported revenue and is calculated
by dividing adjusted EBIT by reported revenue for the year.
Adjusted EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets, significant items and share
of equity accounted investments’ profit after tax.
Adjusted performance Measure of performance excluding the impact of significant items.
Attributable earnings Earnings attributable to owners of TP ICAP Group plc, being total earnings less earnings attributable
to non-controlling interests.
Cash conversion ratio Free cash flow divided by adjusted attributable earnings.
Constant currency Comparison between current year results and the prior year will be affected by movements in foreign exchange
rates versus GBP, the Group’s presentation currency. Performance measures described as being on a constant
currency basis have foreign currency prior year results retranslated at current year exchange rates.
Contribution Contribution represents revenue less the direct costs of generating that revenue. Contribution is calculated
as the sum of Broking contribution and Parameta Solutions contribution.
Contribution margin Contribution margin is contribution expressed as a percentage of reported revenue and is calculated
by dividing contribution by reported revenue.
Divisional contribution Represents Divisional revenues less Divisional front office costs, inclusive of the revenue and front office costs
internally generated between Global Broking, Energy & Commodities and Parameta Solutions.
Divisional contribution
margin
Divisional contribution margin is Divisional contribution expressed as a percentage of Divisional revenue and
is calculated by dividing Divisional contribution by Divisional revenue.
Earnings Used interchangeably with Profit for the year.
EBIT Earnings before net interest and tax.
EBIT margin EBIT margin is EBIT expressed as a percentage of reported revenue and is calculated by dividing EBIT
by reported revenue for the year.
EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets and share of equity accounted
investments’ profit after tax.
TP ICAP GROUP PLC Annual Report and Accounts 2025189
Financial statements
Additional information
Appendix – Alternative Performance Measures (unaudited) continued
Term Definition
Free cash flow Free cash flow reflects the cash and working capital efficiency of the Group’s operations, and aligns tax with
underlying items and interest received with the operations of the whole Group. Free cash flow is calculated
adjusting net cash flow from operating activities for capital expenditure on intangible assets and property,
plant and equipment, plus disposal proceeds on such assets, dividends from associates and joint ventures,
interest received less dividends paid to non-controlling interests.
Leverage ratio Total debt, excluding finance lease liabilities, divided by an external rating agency’s definition of Adjusted
EBITDA, being profit before tax adding back borrowing costs, depreciation and amortisation, and adjusting
for significant items and other adjustments (share of results of associates and joint ventures and share-based
payment expense).
Significant items Items due to their size, nature or frequency that distort year-on-year and operating-to-operating segment
comparisons, which are excluded in order to provide additional understanding, comparability and
predictability of the underlying trends of the business, to arrive at adjusted operating and profit measures.
Significant items include the amortisation of acquired intangible assets as similar charges on internally
generated assets are not included within the reported results as these cannot be capitalised under IFRS.
This is despite the adjusted measure including the revenue related to the acquired intangibles.
Significant items do not include the amortisation of purchased and developed software and is retained in
both the reported and adjusted results as these are considered to be core to supporting the operations of the
business. This is because there are similar comparable items included from purchased and developed software
in the reported results for ongoing businesses as well as the acquired items.
Total dividend per share Represents the amount in pence paid or proposed on each ordinary share.
A1. Operating costs by type
2025
IFRS
reported
£m
Significant
items
£m
Adjusted
£m
Allocated as
Front Office
£m
Allocated as
Support
£m
Employment costs
1,485 (10) 1,475 1,135 340
General and administrative expenses 500 (33) 467 337 130
1,985 (43) 1,942 1,472 470
Depreciation of PPE1 and ROUA1
38 – 38 – 38
Amortisation of intangible assets 77 (40) 37 – 37
2,100 (83) 2,017 1,472 545
2024
IFRS
reported
£m
Significant
items
£m
Adjusted
£m
Allocated as
Front Office
£m
Allocated as
Support
£m
Employment costs
1,404 (8) 1,396 1,064 332
General and administrative expenses 502 (35) 467 326 141
1,906 (43) 1,863 1,390 473
Depreciation of PPE and ROUA
42 (6) 36 – 36
Impairment of PPE and ROUA
6 – 6 – 6
Amortisation of intangible assets
72 (42) 30 – 30
Impairment of intangible assets 2 – 2 – 2
2,028 (91) 1,937 1,390 547
1 PPE = Property, plant and equipment. ROUA = Right-of-use-assets.
TP ICAP GROUP PLC Annual Report and Accounts 2025190
A2. Adjusted earnings per share
The earnings used in the calculation of adjusted earnings per share are set out below:
2025
£m
2024
£m
Adjusted profit for the year (Note 4) 250 244
Non-controlling interest (3) (3)
Adjusted earnings attributable to owners of TP ICAP Group plc 247 241
Weighted average number of shares for Basic EPS in millions (Note 12) 736.8 756.9
Adjusted Basic EPS (pence) 33.5p 31.8p
Weighted average number of shares for Diluted EPS in millions (Note 12) 767.7 785.7
Adjusted Diluted EPS (pence) 32.2p 30.7p
A3. Adjusted EBITDA and Contribution
2025
£m
2024
£m
Adjusted EBIT (Note 4) 348 324
Add: Depreciation of PPE and ROUA (Note 5 and A1 above) 38 36
Add: Impairment of PPE and ROUA (Note 5 and A1 above) – 6
Add: Amortisation of intangible assets (Note 5 and A1 above) 37 30
Add: Impairment of intangible assets (Note 5 and A1 above) – 2
Adjusted EBITDA 423 398
Less: Other operating income (Note 6) (17) (10)
Add: Other (losses)/gains (Note 7) 5 6
Add: Management and support costs (A1 above) 470 473
Contribution 881 867
A4. Free cash flow
2025
£m
2024
£m
Net cash flow from operating activities per Consolidated Cash Flow Statement 191 353
Add: Dividends from associates and joint ventures (Cash flow: Investing activities) 21 20
Less: Dividends paid to non-controlling interests (Cash flow: Financing activities) (1) (2)
Less: Expenditure on intangible fixed assets (Cash flow: Investing activities) (69) (55)
Less: Purchase of property, plant and equipment (Cash flow: Investing activities) (5) (9)
Add: Interest received (Cash flow: Investing activities) 35 39
Free cash flow 172 346
TP ICAP GROUP PLC Annual Report and Accounts 2025191
Financial statements
Additional information
Glossary
AGM
Annual General Meeting
APAC
Asia Pacific
A2A
All-to-All
BEIS
UK government Department for
Business, Energy & Industrial
Strategy
Board
The Board of Directors of
TP ICAP Group plc
CAGR
Compound Annual Growth Rate
CGU
Cash-generating unit
Code
The UK Corporate Governance
Code 2024
Company
TP ICAP Group plc
C2C
Client-to-Client
CREST
Certificateless Registry for
Electronic Share Transfer
D2C
Dealer-to-Client
D2D
Dealer-to-Dealer
DTR
Disclosure Guidance and
Transparency Rules
DRIP
Dividend Reinvestment Plan
E&C
Energy & Commodities business
division
ECL
Expected credit loss
EMEA
Europe, Middle East and Africa
EPS
Earnings per share
ERMF
Enterprise Risk Management
Framework
ESG
Environmental, Social, and
Governance
EU
European Union
ExCo
The Group Executive Committee
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FVTOCI
Fair value through other
comprehensive income
FVTPL
Fair value through profit or loss
FX
Foreign exchange
Governance Manual
TP ICAP’s Group Governance
Manual
Group
From 26 February 2021, TP ICAP
Group plc and its subsidiaries
HMRC
His Majesty’s Revenue &
Customs
HR
Human Resources
IAS
International Accounting
Standards
ICAP
ICAP Global Broking and
Information Business, acquired
by TP ICAP plc (now TP ICAP
Finance plc) on 30 December
2016
IFPR
Investment Firms Prudential
Regime
IFRS
International Financial
Reporting Standard
IRS
Internal Revenue Service
ISDA
International Swaps and
Derivatives Association
Jersey
Jersey, Channel Islands
KPI
Key performance indicator
Liquidnet
Liquidnet Holdings, Inc. and
subsidiaries
LIBOR
London Inter-Bank Offered Rate
LTIP
Long-Term Incentive Plan
M&A
Mergers and acquisitions
MiFID II
Markets in Financial Instruments
Directive
OCI
Other comprehensive income
OTC
Over the counter
PPE
Property, plant and equipment
PwC
PricewaterhouseCoopers LLP
RCF
Revolving credit facility
ROUA
Right-of-use assets
SAYE
Save As You Earn
TCFD
Task Force on Climate-related
Financial Disclosures
UK
United Kingdom
UKRE
UK Regulated Entities
US or USA
United States of America
USD or US$
US Dollars
VIU
Value in use
TP ICAP GROUP PLC Annual Report and Accounts 2025192
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www.gather.london
Printed by Perivan
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CBP035229
TP ICAP Group plc
Registered office
22 Grenville Street
St Helier
Jersey
JE4 8PX
UK and EMEA Headquarters
135 Bishopsgate
London
EC2M 3TP
United Kingdom
www.tpicap.com