04 June 2026

CMC MARKETS PLC

("CMC" or the "Group")

Preliminary full year results for the period ended 31 March 2026

Net operating income up 15% and PBT up 20% with strong financial performance and accelerated strategic delivery.

Scaling at pace through institutional and B2B partnerships.

Strong start and positive outlook for FY2027.

CMC Markets plc announces its preliminary results for the period ended 31 March 2026. The financial information contained in this document is unaudited and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

Financial Performance

Net operating income represents total revenue net of introducing partner commissions and betting levies. Profit before tax margin % is calculated as profit before tax as a percentage of net operating income.

Financial Highlights

·     Net operating income of £392.6 million (FY2025: £340.1 million), up 15% year-on-year and representing the Group's best performance on record outside of the FY2021 Covid-impacted year.

·   Institutional and B2B income continued to scale during the year, supported by strong momentum from the neobank API partnership and ongoing diversification of the Group's earnings base.

·     Record performance in the Australian stockbroking business, with net operating income of A$140.3 million (FY2025: A$106.3 million) up 32% year-on-year, supported by continued growth in client activity and assets under administration.

·  CapX private market investments contributed approximately £2.4 million of net trading income during the year, reflecting unrealised gains on strategic equity holdings.

·   EBITDA of £117.8 million (FY2025: £103.4 million), with strong performance across the Group including Treasury Management and Capital Markets which delivered disciplined yield and liquidity optimisation, including approximately £5.5 million of treasury-related trading income.

·     Profit before tax of £101.3 million (FY2025: £84.5 million), with a profit before tax margin of 25.8% (FY2025: 24.8%) as stronger net operating income was partially offset by the £5.2 million Australian remediation charge recognised in the first half.

·   Final dividend of 8.3 pence per share, bringing the full-year dividend to 13.8 pence per share (FY2025: 11.4 pence), up 21% year-on-year.

Strategic & Operational Highlights

·    Australian stockbroking partnerships with Westpac and ASB Bank progressing well and on track for launch within next 12 months. Westpac represents a transformational partnership, with approximately A$39 billion of assets under administration across half a million share-trading accounts.

·   Neobank API partnership delivered exceptional growth in new account openings and trading activity, demonstrating scalable distribution through B2B partnerships.

·  Multi-asset platform rollout commenced, including 24/5 US equities and 24/7 crypto and bullion, forming the foundation of the Super App.

·   Invest UK continued to progress a Tier 1 institutional partnership with a major international bank and signed a partnership agreement with UK retailer Currys, supporting the expansion of the Group's UK B2B footprint.

·  Web3 and digital asset infrastructure advanced, with institutional-grade capabilities for trading, custody, funding and withdrawal of digital assets aligned to the Group's multi-asset platform and Super App architecture.

·   Operating model continues to evolve, with a focus on cost discipline, outsourcing and efficiency programmes to support scalability and operating leverage over the medium-term.

Outlook

·  The Group has reached a key inflection point, with institutional and B2B partnerships providing access to large embedded client bases, enabling growth at scale with strong capital efficiency and attractive margins.

·      The next 12 months are expected to be a defining period for the Group, with a number of significant initiatives scheduled to come online, including:

o  Launch of the transformational Westpac and ASB Bank partnerships

o  Expansion of the neobank API partnership

o  Continued rollout of the multi-asset platform and progression towards the Super App

o  Entry into European certificates and warrants market

o  Ongoing development of tokenisation and digital asset infrastructure

o  Strategic investments in major sponsorships, reinforcing brand presence and supporting growth in the retail and D2C segment

·      Management remains focused on cost discipline, with efficiency programmes expected to support greater operating leverage over the medium-term.

·      The Group has made a positive start to FY2027, with net operating income supported by continued momentum across institutional and B2B partnerships, an increasingly diversified product offering and sustained client activity.

·      As a result, the Group expects FY2027 net operating income to increase by at least 17% year-on-year to between £460 million and £480 million, with operating costs (excluding variable remuneration) of approximately £280 million.

CEO Statement

FY2026 was another year of exceptional delivery for CMC, against a second half defined by extreme volatility. We have had tariffs, wars, de-dollarisation narratives, a parabolic move in gold and silver, persistent energy supply and demand tensions, and AI-driven speculative behaviour, especially across commodities.

This kind of volatility is often viewed as a tailwind for traditional D2C, or retail providers, which is broadly true. However, CMC today operates a very different and diverse business model. With performance significantly driven by B2B and wholesale, we are providing critical market infrastructure to our global partner platforms and their underlying clients.

It is vital, especially during extreme volatility, that our partners can rely on us to deliver real-time pricing, liquidity, execution, risk management and stability at scale - often across hundreds of thousands of partner clients. Our partners' brand and reputation depend on our service.

Volatility does not simply drive activity - it tests the resilience, stability and scalability of our technology and operating model. We are, in effect, operating an exchange-level service to our partners.

During the most extreme volatility in FY2026, we continued to deliver strong performance for our clients and partners. This is not incidental; we have the experience and technology that has been built over many years and in the second half of FY2026 this was tested to the extreme.

It therefore gives me great pride that against this volatile backdrop CMC has delivered a strong financial performance whilst supporting our B2B and institutional partners, and executing against the most ambitious product and infrastructure programme in the Company's history, with acceleration on all fronts:

·      Multi-asset platform rollout commenced, forming the foundation of the Super App

·      Web3 and DeFi infrastructure advanced towards operational capability

·      Neobank API partnership saw strong and tangible results

·     Invest UK continued to progress a Tier 1 institutional partnership with a major international bank

·      Australian stockbroking business' platform build for Westpac and ASB Bank partnerships progressing well

·  Performance significantly driven by B2B and wholesale highlighting the increasing diversification of the earnings base and the strength of the Group's institutional offering

·      Financial performance remains strong with PBT up 20% and dividend for the full year up 21%

These achievements are not isolated. They are the result of a strategy that has been consistent for many years. Scale through partnerships has always been the strategy - scaling partnerships, scaling technological infrastructure and scaling CMC's presence within the global financial ecosystem.

We have positioned the business at the intersection of established financial markets and the next generation of digital finance. Our ability to scale at speed across products, partners and platforms - whilst maintaining institutional-grade performance - has allowed us to occupy that position, and it is a powerful place to operate.

Neobank API - Another Successful Scalable Growth Engine

Scale through technology underpins everything we are building at CMC, and nowhere is this more evident than in our neobank API partnership.

During FY2026, we saw exceptional growth in account openings and trading activity. Such level of activity demonstrates the strength and scale of our B2B business model and our ability to support high-volume fintech partners through our proprietary technology infrastructure.

Our B2B business model enables CMC to expand geographically and in a capital efficient way reducing the need for significant marketing spend while delivering faster payback and stronger margins than traditional market entry. This is scalable growth with structural, long-term advantages for CMC.

CMC's Evolution - Scaling a Multi-Asset Financial Platform

The shape of the business continues to evolve at pace, with CMC becoming increasingly diversified.

The Group delivered strong performances across its investing, institutional, treasury and international businesses, each contributing meaningfully to Group earnings and demonstrating the breadth of our growth engines.

This scalable technology infrastructure, product diversity, and distribution means CMC should no longer be seen as a traditional retail CFD provider.

During the year we successfully launched the first iteration of our multi-asset platform. This included out of hours trading with 24/5 US assets, 24/7 Crypto, 24/7 Bullion and Silver and our private equity marketplace - CMC CapX.

Looking ahead, that momentum is set to continue. In FY2027, we will roll out version two of the multi-asset platform, which will become the foundation for our Super App.

Our securities issuance programme (warrants and certificates) is now live and will scale across Europe, followed by Australia later in FY2027. Our options offering will expand and roll out across our different offices throughout the year, opening up new client segments.

Together, these initiatives will deepen client and partner engagement, broaden our addressable market and further strengthen the quality of our earnings.

The Super App - Financial Infrastructure for the Future

As a reminder, the Super App is intended to become the primary financial interface for clients and partners across our markets, bringing together trading, investing, payments, and broader financial services into a single, cohesive experience. One app. One ecosystem. One financial gateway.

However, the Super App represents more than an industry-leading product that unifies the financial universe. It underpins CMC's new operating system for how we build and deliver technology - a unified front end, delivered through scalable and resilient backend services. 

Early features will deliver visible benefits to our clients, but the deeper value lies in the underlying technology architecture which under our ownership and drive, will enable faster product expansion, broader distribution and support long-term growth.

CMC's Super App is both a next-generation client platform and the engine that will power our future scale.

Web3 and Defi - Positioning CMC for the Change

Digital assets and tokenised finance represent the next structural evolution of global markets, and CMC is building the infrastructure required to participate in that evolution responsibly.

During FY2026, we focused on developing the crypto capabilities necessary to deliver a secure, regulated and institutional-grade experience for holding, trading, funding and withdrawing digital assets across our platforms globally. This is being implemented to the same high standards that underpins CMC's core business.

Our crypto infrastructure is fully aligned with the Super App architecture and will form a core component of our multi-asset ecosystem, integrating digital assets alongside traditional financial markets.

CMC Invest - Record Performance & Landmark Partnerships

CMC Invest delivered another year of record performance. Key metrics reached new highs across active investors, trading activity, new account growth and assets under administration.

During the year, the Australian stockbroking business secured what I believe to be our most significant B2B partnership to date - a white-label agreement with Westpac. When complete, we will have approximately $130 billion of client assets under administration, moving up from approximately $90 billion. This deal has the potential to be transformational for the business and, is expected to be even more significant than the landmark ANZ deal in 2021.

Alongside our previously announced partnership with ASB Bank in New Zealand, both programmes are now progressing through the build phase, with launch targeted during 2027.

But it's not just Australia that has seen significant milestones in the year. Invest UK continued to progress a Tier 1 institutional partnership with a major international bank to implement and operate a white-label investment and savings platform, as well as signing a partnership agreement with UK retailer Currys, supporting the expansion of the Group's UK B2B footprint.

Financial Performance & Dividend

CMC delivered another year of strong growth in FY2026 - our best year outside of the FY2021 Covid-impacted results - with net operating income increasing to £392.6 million (FY2025: £340.1 million), driven by high levels of client activity, strong performance from our Australian stockbroking business and continued momentum from our B2B and neobank API partnerships.

Profit before tax was £101.3 million (FY2025: £84.5 million), with a margin of 25.8% (FY2025: 24.8%), representing a strong increase despite the further provision for margin-netting in Australia announced in H1.

Alongside this growth, we continue to evolve our operating model, leveraging outsourcing, offshore capabilities and technology to improve efficiency while maintaining delivery across our strategic programmes.

The Board has proposed a final dividend of 8.3 pence, bringing the full-year dividend to 13.8 pence and reflecting our continued policy of distributing 50% of full-year profit to shareholders.

Outlook - Delivering Growth at Scale

CMC has reached a very exciting inflection point, and we now stand ready to enter the next phase of growth, driven by the scale of the platform and infrastructure we have built over recent years.

Our institutional strategy has created a more diversified, scalable and resilient business model, supported by long-term partnerships, embedded distribution and high-quality recurring client activity. We have a clear competitive advantage in this space, built on reputation, delivery, experience and, frankly, a lack of meaningful competition.

These partnerships give us access to vast client ecosystems that we can scale efficiently. This has already been demonstrated through our neobank partnership, which has delivered exceptional account growth, and in Australia where we have built the second largest stockbroker following the transformational ANZ partnership.

Importantly, the scale and profitability of this institutional platform now also allows us to increase investment back into D2C and retail growth. Through our new brand identity, enhanced onboarding, expanded product capability, multi-asset platform rollout and strategic sponsorship investments, we are positioning CMC for the next phase of retail client acquisition and engagement globally.

The next 12 months are expected to be a defining period for the Group, with Westpac and ASB Bank expected to come online, continued rollout of our Super App, further expansion of our neobank partnership and ongoing momentum across both our investing and retail platforms.

As founder and majority shareholder, my interests remain firmly aligned with all shareholders. I have never sold a share since IPO, and I have no plans to sell any for the foreseeable future. I am building this business for the next decade - and we are building it together.

I truly believe we are fundamentally different from other listed companies in our sector - a business built on technology and delivering that technology at scale. The next chapter for CMC is just beginning.

Lord Cruddas

04 June 2026

Webcast:

An analyst and investor presentation will be available on our website from 09.00am on 04 June 2026:

https://www.cmcmarkets.com/group/investors/results-reports-and-presentations

Forthcoming announcement dates:

November 2026                                                                    HY2027 Results

Enquiries

CMC Markets Plc                                                                                              

David Fineberg, Head of Strategic Partnerships

Matthew Lee, Investor Relations                                            [email protected]

Audited accounts

The financial information contained in this announcement is currently unaudited and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group expects the audit process to be completed shortly and intends to publish its audited Annual Report and Accounts no later than 19 June 2026.

Forward looking statements

This trading update may include statements that are forward looking in nature. Forward looking statements involve known and unknown risks, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Except as required by the Listing Rules and applicable law, the Group undertakes no obligation to update, revise or change any forward-looking statements to reflect events or developments occurring after the date such statements are published.

MAR disclosure statement

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Notes to Editors

CMC Markets Plc ("CMC"), whose shares are listed on the London Stock Exchange under the ticker CMCX (LEI: 213800VB75KAZBFH5U07), was established in 1989 and is now one of the world's leading online financial trading and investing businesses. The Company serves retail and institutional clients through regulated offices and branches in 12 countries with a significant presence in the UK, Australia, Germany and Singapore. CMC Markets offers an award-winning, online and mobile platform, enabling clients to trade and in invest in over 12,000 financial instruments across shares, indices, foreign currencies, commodities and treasuries through contracts for difference ("CFDs"), financial spread bets (in the UK and Ireland only) and, in Australia, Singapore and the UK, access stockbroking services. More information is available at https://www.cmcmarkets.com/group.

FINANCIAL REVIEW

CMC delivered another year of strong financial and operational performance, with net operating income increasing 15% to £392.6 million (FY2025: £340.1 million). Performance was driven by continued scaling of institutional and B2B partnerships, elevated client activity levels and record performance from the Australian stockbroking business.

Strong financial performance was accompanied by significant progress against a number of strategic initiatives during the year, including rollout of the multi-asset platform, continued development of the Super App architecture and expansion of the Group's institutional and B2B footprint. The Australian stockbroking business continued to deliver exceptional growth in assets under administration, turnover and active accounts during the year.

Operating expenses increased year-on-year, reflecting higher variable remuneration associated with the Group's stronger financial performance, continued investment in strategic growth initiatives and the previously announced remediation provision in Australia relating to an industry-wide margin netting matter.

The result of the above was profit before tax of £101.3 million (FY2025: £84.5 million), with a margin of 25.8% (FY2025: 24.8%). Profit after tax increased to £73.7 million (FY2025: £62.2 million), reflecting the Group's strong underlying profitability.

Net operating income

Net operating income increased 15% to £392.6 million (FY2025: £340.1 million), supported by higher trading and investing revenues, increased contribution from institutional and B2B channels and resilient treasury income despite the lower interest rate environment.

Net trading revenue continued to represent the majority of Group income, accounting for approximately 74% of the total while the contribution from investing activities continued to increase, supported by record performance in the Australian stockbroking business and growing traction across the Group's investing platforms.

1 - Net trading and net investing revenues represent trading and investing revenues after deducting introducing partner commissions and betting levies.

Trading performance

Net trading revenue increased 16% to £289.5 million (FY2025: £248.9 million), reflecting elevated levels of client activity and periods of heightened market volatility during the year, particularly across commodities, indices and precious metals.

The second half of FY2026 saw significant market dislocation driven by geopolitical tensions, macroeconomic uncertainty and sharp moves across commodity markets, including parabolic price action in gold and silver. These conditions materially increased demand on the Group's pricing, liquidity, execution and risk management infrastructure.

The elevated volatility and increased client positioning, particularly in bullion products, resulted in higher prime broker margin requirements associated with hedging activity and increased liquidity utilisation across the Group. Liquidity resources and exposures were actively managed throughout the period through enhanced monitoring, funding actions and risk mitigation measures, with the Group remaining above all regulatory liquidity requirements.

The Group continued to deliver stable platform performance and execution throughout these periods of heightened volatility, supporting both retail and institutional clients across elevated trading volumes. The resilience of the Group's technology infrastructure and operating model remains central to its institutional and B2B offering, where partners rely on CMC to provide real-time pricing, liquidity and risk management at scale.

Investing performance

Net investing revenue increased 30% to £57.8 million (FY2025: £44.4 million), reflecting continued scaling of the Group's investing operations and another record contribution from the Australian stockbroking business.

Australia remained a key growth engine during FY2026, with higher client engagement, increased trading volumes and continued growth in assets under administration driving performance across the platform. International equities, domestic brokerage and cryptocurrency revenues all delivered strong growth during the year, highlighting the increasing breadth of the offering and diversification of revenues.

The transformational Westpac partnership continued to progress through the build and integration phase during the year and remains on track for launch in 2027. Alongside the previously announced ASB Bank partnership in New Zealand, these relationships are expected to materially increase the scale of the Group's investing platform over time.

During the year, Invest UK continued to progress a Tier 1 institutional partnership with a major international bank to implement and operate a white-label investment and savings platform. Alongside this, we announced a partnership with leading tech retailer Currys where we are working together to bring something unique to the market. We look forward to sharing more on both partnerships in due course.

Net interest income

Net interest income decreased 3% to £41.4 million (FY2025: £42.5 million), representing a resilient outcome against a declining interest rate environment.

Operating expenses

Operating expenses increased 15% to £288.8 million (FY2025: £250.1 million), reflecting continued investment across strategic growth initiatives, development of the Group's technology infrastructure and the previously announced £5.2 million remediation provision in Australia relating to an industry-wide margin netting matter.

The increase in costs during the year also reflected investment in a number of major strategic programmes, including the multi-asset platform rollout, Super App architecture, institutional and B2B integrations and the build and implementation of large-scale partnerships such as Westpac.

Net staff costs increased 9% to £124.3 million (FY2025: £113.7 million), with higher variable remuneration reflecting achievement of performance hurdles following sustained elevated performance across the Group.

Sales and marketing costs increased to £40.8 million (FY2025: £33.5 million), primarily reflecting the aforementioned £5.2 million provision for margin-netting remediation in Australia. Marketing expenses rose modestly year-on-year as the Group continued to focus on more targeted and data-driven campaigns.

IT remains the largest component of non-staff costs, increasing to £50.9 million (FY2025: £46.4 million), as the Group continues to invest in front and back-office system enhancements. Legal and professional fees rose to £21.6 million (FY2025: £13.1 million), reflecting higher advisory costs linked to ongoing strategic initiatives and regulatory programmes.

Ongoing cost initiatives are expected to deliver meaningful operational efficiencies over time, supporting lower overheads and improved profit margins as key programmes mature. However, a number of these initiatives require upfront investment and the associated costs to achieve are reflected in the Group's FY2027 operating expense guidance of approximately £280 million, excluding variable remuneration. This also includes continued investment in the build-out of the multi-asset platform, Super App architecture, institutional integrations and broader technology infrastructure supporting future scale.

Taxation

The taxation charge for FY2026 was £27.6 million (FY2025: £22.3 million), representing an effective tax rate of 27.2% (FY2025: 26.4%). The effective tax rate remained above the UK statutory corporation tax rate of 25.0%, primarily reflecting the geographic mix of profits generated during the year, including Australia, where corporate tax rates are higher than in the UK.

Profitability

Profit before taxation increased 20% to £101.3 million (FY2025: £84.5 million), with a profit before tax margin of 25.8% (FY2025: 24.8%). The increase reflects strong revenue growth across trading and investing activities and increasing contribution from institutional and B2B channels, partially offset by continued investment in strategic growth initiatives and the Australian remediation provision recognised during the year.

Profit after tax increased 19% to £73.7 million (FY2025: £62.2 million), with basic earnings per share increasing to 27.5 pence (FY2025: 22.6 pence). The Group's profitability continues to benefit from an increasingly diversified earnings base and scalable technology infrastructure supporting growth across multiple business verticals.

Financial position

Fixed assets consist of intangible assets and property plant and equipment, or PPE. Other assets include deferred tax assets, current tax recoverable, other assets (exchange and vaults) and investments in associates. Other liabilities include current tax payable, short-term provisions, deferred tax liabilities and long term provisions.

Total assets increased 38% to £1,006.9 million (31 March 2025: £732.0 million), primarily reflecting higher client trading activity during the period, resulting in increased broker balances, receivables and associated settlement balances.

Fixed assets increased 22% to £65.0 million (31 March 2025: £53.2 million) as a result of the Group's continued investment in technology infrastructure, platform development and API connectivity.

Financial investments increased to £126.8 million (31 March 2025: £111.0 million), comprising short-dated investment-grade corporate bonds and other treasury investments, alongside Level 3 financial investments held by the Group.

Cash and cash equivalents increased 12% to £276.5 million (31 March 2025: £247.7 million), supported by strong underlying cash generation and higher client balances.

Total liabilities increased to £549.7 million (31 March 2025: £314.0 million), reflecting higher client-related balances, increased broker payables, collateralised borrowings associated with Prime Finance activities and utilisation of the Commercial Paper Programme during the year.

Total equity increased 9% to £457.2 million (31 March 2025: £418.0 million), reflecting retained profits generated during the year, partially offset by dividend payments.

Capital resources

1 - Includes unaudited profits for the year. 31 March 2026 figure does not include Non-controlling interests of £0.1 million.

2 - Includes a deduction for the final dividend pending payment.  

3 - The minimum capital requirement in accordance with MIFIDPRU 4.3.

4 - The CET1 ratio represents CET1 capital as a percentage of OFR. CMC Markets plc has no additional tier 1 or tier 2 capital.

5 - The presentation of CET1 capital for 31 March 2025 has been restated in order to align CET1 capital before regulatory adjustments to the balance sheet.

The Group's capital position remains robust, with CET1 capital before regulatory adjustments increasing to £457.1 million as at 31 March 2026 (31 March 2025: £418.0 million). After regulatory adjustments of £66.8 million (31 March 2025: £54.2 million), CET1 capital stood at £390.3 million (31 March 2025: £363.7 million).

The Group's own funds requirement remained constant at £133.8 million (31 March 2025: £133.6 million) and as a result, the CET1 ratio increased to 292% (31 March 2025: 272%), comfortably above the Group's regulatory minimum and internal risk appetite thresholds and demonstrating a strong capital base and prudent risk management framework.

Liquidity

1 - Blocked cash represents amounts required to meet local regulatory or exchange requirements in individual Group entities.

2 - Other encumbered financial investments 31 March 2025 figure has been restated to £(8.7)m from £(8.8)m due to a rounding misstatement in the prior year accounts.

The Group's available liquidity comprises assets that can be readily accessed to meet funding needs, typically arising from changes in broker margin requirements. The Group's liquidity position remains strong, with total unencumbered liquid assets of £300.1 million as at 31 March 2026 (31 March 2025: £293.6 million). Cash and cash equivalents include title transfer funds and proceeds from the issuance of commercial paper.

The Group continues to maintain access to a £55.0 million committed facility (31 March 2025: £55.0 million) to support liquidity and margin requirements if required, alongside the newly established Commercial Paper Programme, which further enhances funding flexibility.

Dividend

The Board has proposed a final dividend of 8.3 pence per share, bringing the total dividend for FY2026 to 13.8 pence per share (FY2025: 11.4 pence), up 21% year-on-year and consistent with the Group's policy of returning 50% of after-tax profits to shareholders.

The proposed distribution reflects the Group's strong financial performance, robust capital position and confidence in the long-term growth opportunity, particularly across the institutional business.

Outlook

The Group enters FY2027 with strong momentum, supported by an increasingly diversified earnings base and significant contribution from institutional and B2B partnerships.

The next 12 months are expected represent an important year for the Group, with a number of major strategic initiatives scheduled to come online, including the launch of the Westpac and ASB Bank partnerships, further development of the multi-asset platform and Super App, expansion of the neobank API partnership and ongoing rollout of digital asset and tokenisation capabilities.

Trading in the opening weeks of FY2027 has been encouraging, with healthy client activity levels and strong performance across institutional and B2B channels.

As a result, the Group expects to achieve net operating income for FY2027 of between £460 million and £480 million, with operating costs, excluding variable remuneration, of approximately £280 million.

PRINCIPAL RISKS AND UNCERTAINTIES

Our Risk Management Framework provides a consistent approach to identifying, mitigating, and managing risks, which is essential to achieving our strategic objectives and supports the Board in its oversight of principal risks and internal controls.

Given the nature of our business and the financial, market and regulatory environments in which we operate, we are naturally exposed to strategic, financial and operational risks. While it is not possible to eliminate all risks, effective risk management ensures they are managed to an acceptable level.

To support the Board in discharging its risk oversight responsibilities, we have an Enterprise Risk Management ("ERM") Framework in place. This framework aligns risk identification, mitigation and management with our risk appetite and sets out the processes by which risks are identified, assessed, monitored and escalated across the Group. It is regularly reviewed - along with our risk tooling and resources - to ensure it remains effective, in line with market practices and regulatory expectations.

Governance and oversight

The Board retains overall responsibility for the Group's risk management framework, principal risks and internal control environment. It is supported by the Group Risk Committee ("GRC") and the Group Audit Committee ("GAC"), each of which has distinct roles within the governance structure.

The Group Risk Committee supports the Board in:

·  Monitor, review and advise the Board on the Group's overall risk appetite, tolerance and strategy alongside current and prospective risk exposures.

·   Monitor and review the effectiveness of the Group's risk management framework, including the identification, assessment and mitigation of principal and emerging risks.

·   Monitor the ability of the Group's risk management framework to identify the risk facing the Group to ensure a robust assessment of the emerging and principal risks has been undertaken.

The Group Audit Committee supports the Board in:

·  Overseeing the integrity of financial reporting and disclosures, including risk-related disclosures in the Annual Report.

·   Reviewing the effectiveness of the Group's internal control environment, particularly in relation to financial reporting, legal and compliance risks.

·      Overseeing the Internal Audit function, including approval of the audit plan and the review of findings relating to risk management and controls.

·   Providing independent assurance to the Board on the adequacy and effectiveness of internal controls and risk management processes.

The activities and outputs of both Committees are reported to the Board and are further detailed in the respective Group Risk Committee and Group Audit Committee reports within the Annual Report.

Risk management is a core responsibility of all colleagues, with oversight provided by Management and Board Committees, as well as the Group Risk and Compliance functions.

The ERM framework follows the Three Lines Model, ensuring clear risk ownership and accountability:

·  First Line: Business teams, overseen by regional and executive management, are responsible for identifying, assessing and managing risks and implementing effective controls within their areas.

·      Second Line: Group Risk and Compliance provide oversight and guidance.

·   Third Line: Internal Audit provides independent assurance over the effectiveness of risk management and internal controls. The Group outsources Internal Audit to Grant Thornton.

The Board has implemented a governance structure suited to an online financial services group, aligned with our strategic objectives and product offerings. This structure is regularly reviewed, with any material changes requiring Board approval. Additionally, we conduct root cause analysis to enhance processes, improve resilience and embed strong corporate governance practices across the Group.

Risk culture

We foster a risk culture that emphasises accountability and proactive risk management. Responsibility for managing risk sits with everyone across the Group. Within the Group's global structure, each CMC legal entity and geographic region overseen by the legal entity Board, is accountable for ensuring the enterprise risk management is adhered to and emerging risks raised in accordance with the Group's risk management framework.

Our second line of defence, led by the Risk Team, plays a key role in embedding this culture. Their responsibilities include communicating, educating and providing guidance on the ERM framework, and overseeing the Risk and Control Assessment ("RACA") process, which forms the foundation of our bottom-up risk assessment.

The RACA process supports a comprehensive understanding of risks and controls at the operational and business process level. By enabling self-review of risks and controls, as well as the oversight and escalation of issues where necessary, it allows risk and control owners to identify any gaps in the risk environment and address control weaknesses.

Each risk identified through the RACA process is assessed based on both the potential impact (magnitude of effect) and the likelihood (probability of occurrence) of the risk materialising. Impact assessments consider a range of factors, including financial, regulatory, client, operational and reputational impacts, while likelihood assessments consider the expected frequency or probability of occurrence over the relevant assessment period.

Risks are assessed on both an inherent basis (before controls) and a residual basis (after considering the effectiveness of controls), allowing the Group to evaluate the effectiveness of its mitigation strategies and prioritise risk management actions.

The assessment of risks considers different time horizons, including short-term, medium-term and longer-term risks, to ensure that both immediate and emerging risks are appropriately identified and managed. This includes consideration of risks arising from changes in the external environment, business strategy and market conditions.

Risk appetite and principal risks

Our risk appetite defines the level and types of risks we are willing to accept in pursuit of our strategic objectives. This is assessed as part of our Risk Appetite Statement, which integrates risk tolerances across the organisation. Risk appetite is fundamental to effective risk, capital and liquidity management, ensuring appropriate risk control and positive client outcomes. The Board oversees capital and liquidity annually via the approval of the Group ICARA with each legal entity Board responsible for overseeing capital, liquidity and risk management within its entity, ensuring local risk exposures remain aligned with the Group's Enterprise Risk Management Framework and approved risk appetite.

The Board oversees and considers the annual assessment of emerging and principal risks, which is conducted by senior management. This assessment evaluates the potential impact of these risks on the Group's business model, performance, capital, and liquidity. The identification of principal risks is informed by both bottom-up risk assessments (including RACAs) and top-down assessments performed by senior management, ensuring a comprehensive view of the Group's risk profile. Outputs from these assessments are aggregated and reported through the Executive Risk Committee and the Group Risk Committee, which provide oversight, challenge and recommendation to the Board on the Group's risk profile and principal risks.

These risks are monitored through key risk indicators ("KRIs") and are linked to our risk appetite. KRIs provide both forward-looking and backward-looking indicators of risk exposure and are calibrated to reflect thresholds aligned to the Group's risk appetite, enabling timely escalation where risks approach or exceed defined limits. We also consider reputational and regulatory implications, client impact and broader market effects.

The Group's principal risks are closely linked to its strategic objectives, business model and key performance indicators. Financial risks are reflected in measures such as revenue, profitability, capital and liquidity metrics, while strategic and operational risks are linked to indicators such as client activity, platform performance and operational resilience. These linkages are considered by the Board when assessing the Group's performance, financial position and long-term viability, including in the preparation of financial statements, significant accounting judgements and estimates, going concern assessments and the viability statement.

In identifying and assessing principal risks, the Group considers risks arising across its value chain, including dependencies on key third parties such as prime brokers, liquidity providers, technology partners, outsourcing arrangements and strategic investments, as well as legal and litigation risks where these represent material exposures to the Group. These third-party and external risks are assessed as part of the Group's risk management processes and are incorporated into the principal risk assessment where they represent material exposures to the business.

Principal risks are those risks that the Board considers to be the most significant to the Group's business model, strategy, financial performance, solvency, capital, liquidity, legal and reputation. These are selected from the broader risk universe based on their potential magnitude of impact, likelihood of occurrence and strategic significance, including the extent to which they could threaten the delivery of the Group's objectives or result in significant value erosion.

The Group maintains a focused set of principal risks which are reviewed by the Board at least annually to ensure they remain aligned to the evolving risk profile of the business.

Our principal risks are outlined in the following pages. These have been streamlined from the prior year to provide greater clarity and focus, while maintaining a comprehensive view of the key exposures facing the business.

The Board has reviewed the effectiveness of the Group's risk management and internal control systems during the year and is satisfied that they remain effective and aligned with the Group's risk appetite. This assessment is supported by ongoing monitoring through key risk indicators, internal audit and compliance reviews, and incident reporting. While operational incidents and control weaknesses were identified during the year, these were addressed through established governance processes, including root cause analysis and remediation actions. Overall, the level of residual risk across the Group's principal risks remains within the Board's risk appetite, with targeted enhancements underway in areas such as project governance, control documentation and risk monitoring.

Emerging Risks

The Board has carried out a robust assessment of the Group's emerging risks as part of its overall risk management framework. Emerging risks are those risks that are not yet fully understood or quantified but may have the potential to impact the Group's strategy, business model or future performance.

Emerging risks are identified through a combination of bottom-up and top-down processes, including the RACA process, horizon scanning, regulatory monitoring and regular review by senior management and the Executive Risk Committee. These risks are reported to and reviewed by the Group Risk Committee and the Board on a periodic basis.

In assessing emerging risks, the Group considers their potential impact, likelihood and time horizon, as well as the conditions under which they may crystallise and evolve into principal risks. Where emerging risks increase in significance or become more certain, they may be incorporated into the Group's principal risk framework.

Year-on-year changes

Our principal risks are outlined in the following pages. During the year, the Group undertook a comprehensive review of its principal risk framework and risk universe to ensure continued alignment with the Group's strategy, business model and external environment.

This review confirmed that the principal risks and associated risk appetite remain appropriate, with no material changes to the Group's risk appetite during the year.

No principal risks were added or removed during the year; however, the presentation and articulation of risks have been refined to improve clarity, reduce overlap and better reflect the Group's current operating model and strategic priorities.

As part of this process, the Group also reviewed and enhanced its key risk indicators ("KRIs") to ensure they remain relevant, appropriately calibrated and provide effective monitoring of risk exposures against the approved risk appetite.

Business and strategic risks | Risks arising from the nature of our business, strategy and operating model

Emerging risks

We continue to see emerging trends from demographic and social shifts, including evolving customer expectations and behavioural trends. These include growing demand for self-directed investing, interest in digital assets such as crypto and increasing appetite for wealth management solutions. As part of our strategy, we aim to design and deliver products that are aligned to these global changes while ensuring they are appropriately governed, risk-managed and commercially viable.

These trends may impact the Group's competitive position and growth strategy over the medium to long term. They may become principal risks where the Group is unable to adapt its strategy, product offering or operating model in response to changing client needs.

As the Group transitions from a spread bet firm to a global multi-asset platform it has strategic , transaction and technological risks in ensuring it prioritises the correct areas of focus. Failure to align people, strategic and talent investment with future global revenue pools and changing client needs will create inherent risk. There is risk that initiatives do not scale into strategic projects.

Financial risks | Risks arising from our exposure to market movements, liquidity, credit and capital management

Emerging risks

Geopolitical and macroeconomic developments, including the ongoing conflict in Ukraine and tensions in the Middle East, may impact the Group through increased market volatility and uncertainty. While periods of volatility can be beneficial to trading activity, they may also lead to increased margin requirements, funding pressures and heightened risk exposures.

These risks are monitored through margin levels, market risk limits, counterparty exposures and capital adequacy. They are most relevant over the short to medium term and may become principal risks where sustained volatility or adverse market conditions materially impact the Group's financial performance, liquidity or capital position.

Operational risks | Risks arising from our people, processes, systems and external service providers

Emerging risks

We monitor emerging regulatory developments and technological advancements, including artificial intelligence, broader digital disruption, digital assets and tokenisation.

These risks may impact operational resilience, regulatory compliance and data security over the medium term, and may become principal risks where control gaps, evolving cyber threats or regulatory changes materially affect operations or client outcomes.

The risk of increased cyber-attacks, AI-enabled fraud and malicious exploitation of technology vulnerabilities is increasingly evident.

CONDENSED CONSOLIDATED INCOME STATEMENT

For the year ended 31 March 2026

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2026

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2026