REG - JTC PLC - Annual Financial Report and Notice of AGM
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RNS Number : 0172B JTC PLC 20 April 2026
20 April 2026
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Annual Financial Report and Notice of AGM
Further to the release of the Company's final results announcement on 7 April
2026, JTC announces that it has published its 2025 Annual Report and Accounts
and Notice of 2026 Annual General Meeting. The following documents are being
distributed or made available to shareholders electronically today, Monday 20
April 2026:
- 2025 Annual Report and Accounts
- Notice of 2026 Annual General Meeting
- Form of Proxy for the 2026 Annual General Meeting
In compliance with Listing Rule 9.6.1 copies of the above documents will be
submitted to the National Storage Mechanism and will be available at its
website once this process is
complete: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
A copy of the Notice of 2026 Annual General Meeting is available on request
from the Company Secretary. The 2025 Annual Report and Accounts will shortly
be available to view and download from the Company's
website: www.jtcgroup.com/investor-relations/
(http://www.jtcgroup.com/investor-relations/)
Participation and Voting at the AGM
The Company's 2026 Annual General Meeting will be held at 9:30am on Thursday
21 May 2026 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA.
Shareholders are encouraged to appoint a proxy in order to vote on the matters
being considered at 2026 Annual General Meeting. Shareholders may appoint a
proxy via the CREST electronic proxy appointment service or by completing a
Proxy Form to be lodged with Company's Registrar, Computershare Investor
Services (Jersey) Limited, by post or electronically via the internet no later
than 9.30am on 19 May 2026.
Shareholders are also encouraged to submit any questions they may have for the
Board before the 2026 Annual General Meeting by emailing agm@jtcgroup.com
(mailto:agm@jtcgroup.com) by no later than 11 a.m. on 18 May 2026. Please
include the Shareholder's name and Shareholder Reference Number (which can be
found on the share certificate or proxy form) in your email. Answers to the
questions on key themes will be published on the Company's
website (www.jtcgroup.com/investor-relations
(http://www.jtcgroup.com/investor-relations) ) on 19 May 2026.
Information required under Disclosure Guidance and Transparency Rule 6.3.5
In accordance with DTR 6.3.5, additional information is set out in the
appendices to this announcement. The information contained in the appendices,
which is extracted from the 2025 Annual Report and Accounts, is included
solely for the purposes of complying with DTR 6.3.5. The information should be
read in conjunction with the Final Results Announcement, released on 7 April
2026. This announcement and the Final Results Announcement together constitute
the material required by DTR 6.3.5 to be communicated to the media in unedited
full text. This material is not a substitute for reading the full 2025 Annual
Report and Accounts. Page numbers and notes in the following appendices refer
to page numbers and notes in the 2025 Annual Report and Accounts.
For further information, please contact:
Miranda Lansdowne
JTC PLC
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
Appendices
A - Principal and Emerging Risks and Uncertainties
B - Directors' responsibility statement
C - Dividends
About JTC
JTC is a publicly listed, global professional services business with deep
expertise in fund, corporate and private client services. Every JTC person is
an owner of the business and this fundamental part of our culture aligns us
with the best interests of all our stakeholders. Our purpose is to maximize
potential and our success is built on service excellence, long-term
relationships and technology capabilities that drive efficiency and add value.
www.jtcgroup.com (http://www.jtcgroup.com/)
Forward Looking Statements
This announcement may contain forward looking statements. No forward looking
statement is a guarantee of future performance and actual results or
performance or other financial condition could differ materially from those
contained in the forward looking statements. These forward looking statements
can be identified by the fact they do not relate only to historical or current
facts. They may contain words such as "may", "will", "seek", "continue",
"aim", "anticipate", "target", "projected", "expect", "estimate", "intend",
"plan", "goal", "believe", "achieve" or other words with similar meaning. By
their nature forward looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of these influences
and factors are outside of the Company's control. As a result, actual results
may differ materially from the plans, goals and expectations contained in this
announcement. Any forward looking statements made in this announcement speak
only as of the date they are made. Except as required by the FCA or any
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward
looking statements contained in this announcement.
APPENDIX A - Principal and Emerging Risks and Uncertainties
The following description of the principal and emerging risks and
uncertainties that the Company faces is extracted from the 2025 Annual Report
and Accounts (pages 60 - 66):
Principal risks and material controls
Risk Appetite
The Board recognises that achieving the Group's strategic objectives requires
the acceptance of a measured level of risk. It seeks to ensure that risks are
taken consciously, proportionately and in a controlled manner, supporting
sustainable growth, positive client outcomes and long-term value creation for
stakeholders.
The Group Risk Appetite Statement sets out a series of qualitative statements
aligned to the Group's risk taxonomy. Together, these articulate the nature
and level of risk the Group is willing to accept, and those it seeks to avoid,
when executing its strategy.
The framework is designed to support balanced decision-making, recognising the
need to embrace appropriate risk while managing potential commercial,
regulatory and reputational impacts.
Risk appetite is expressed through both overarching appetite statements and,
where appropriate, defined tolerances that narrow or refine appetite in
particular areas. Supplementary risk appetite statements may also be
maintained to meet regulatory expectations or to address specific risk types
or business activities in greater detail.
Overall, the Group operates with a low appetite for risk. The Board does not
seek to assume high levels of risk and expects material risks to be actively
identified, assessed and managed through appropriate governance, resourcing,
controls and technology-enabled processes.
As a general principle, the Board maintains a low tolerance for risks that
could:
· result in non-compliance with applicable laws or regulatory
requirements;
· compromise the Group's ability to operate in a safe, orderly and
resilient manner;
· adversely affect the Group's reputation or stakeholder trust;
· give rise to significant financial losses that could impact
future viability; or
· expose clients, counterparties or other stakeholders to harm or
loss.
Level 1 Risk Category Risk Appetite Description
Strategy Delivery OPEN The Board has an appetite that is open to innovation and that aims to remain
competitive to avoid failing to attract new business and/or grow existing
business. It is willing to seek inorganic growth and exposure to new markets
and sectors to allow the Group to achieve its strategic objectives.
The Board will aim to preserve the organisational culture and protect the
Group franchise from material damage to its reputation from strategic delivery
by ensuring that business activity is satisfactorily assessed and managed by
the appropriate level of management and governance oversight. There is
tolerance to take decisions with potential to expose the Group to higher
inherent risk and additional scrutiny but only where appropriate steps have
been taken to minimise any exposure and appropriate consideration is given to
the risk/reward ratio.
Risk appetite is tempered, where appropriate, to the Board's approach to
sustainability and the Group's determination to be a carbon neutral
organisation.
Operational MINIMAL The Board has no tolerance for the poor delivery of client service, taking on
the wrong type of clients, failed business continuity or loss of client data
and therefore has minimal appetite for such situations. It seeks to control
operational risks to ensure that operational risks (financial and
reputational) do not cause material damage to the Group's franchise.
The Board seeks to avoid risk and uncertainty for its critical information
assets and systems and has a minimal risk appetite for material incidents
affecting these or the wider operations and reputation of the Group.
The Board has tolerance for minor operational delays to individual
projects/milestones but not at the expense of a major work area or
deliverable.
Legal CAUTIOUS The Board has a cautious appetite for engagement in litigation and contractual
disputes. It recognises that the nature of fiduciary services carries
specific legal obligations which make exposure to involvement in legal
disputes unavoidable.
Financial MINIMAL The Board has no tolerance and minimal appetite in failing to maintain
adequate regulatory capital, accurately report its financial position, meet
its financial forecasts, meet loan covenant obligations or expose earnings to
currency fluctuations, impairment losses or fraud.
Political/Regulatory MINIMAL The Board has no tolerance and minimal appetite for non-compliance with
regulatory requirements including applicable listing rules, financial services
legislation and regulation and, in particular, non-compliance with anti-money
laundering and counter-terrorism/proliferation legislation. It recognises
that failures in compliance cannot be entirely avoided. However the Group
strives to reduce these to an absolute minimum. Exceptionally, the Board
has tolerance to provide regulatory challenge in cases of ambiguity or where a
clear difference of opinion as to compliance arises.
Financial Crime MINIMAL The Board has no tolerance for the facilitation of money laundering or
terrorist/proliferation financing and maintains a minimal appetite for any
failure to design and operate the Group's operations in a manner that can be
reasonably considered to prevent, detect and report financial crime including
fraud, bribery and corruption
Human Resources MINIMAL The Board has a minimal appetite for decisions that could have a negative
impact on workforce development, recruitment and retention. The Board also
has a minimal appetite for risks of misconduct by employees. It has
tolerance for a more cautious approach to risk when poor performance is
identified to ensure improved performance and/or alignment of talent to work
opportunities.
ESG MINIMAL The Board has minimal appetite for any failure to meet its sustainability
objectives within the environmental, social, or governance framework,
particularly regarding people, data, and the environment.
RISK APPETITE LEVEL DEFINITIONS
MINIMAL Preference for ultra-safe business outcomes or options that have a low degree
of inherent risk and only for limited reward potential.
CAUTIOUS Preference for safe outcomes or options that have a low degree of inherent
risk and may only have limited potential for reward.
OPEN Willing to consider all potential outcomes and options and choose one that is
most likely to result in a successful outcome whilst providing an acceptable
level of reward (or value for money)
SEEK Eager to be innovative and to choose outcomes and options offering potentially
higher business rewards despite greater inherent risk
MATURE Confident in setting high levels of risk appetite because controls, forward
scanning and responsiveness systems are robust
Risk Taxonomy
The Group applies a structured risk taxonomy that provides a consistent
framework for identifying and assessing the risks faced by JTC across its
global operations. The taxonomy comprises eight high-level Level 1 risk
categories, which are further sub-divided into 35 Level 2 risk descriptions to
enable more granular risk identification and management.
During 2025, the taxonomy was further enhanced through the introduction of an
additional Level 2 risk category to explicitly recognise the specific risks
associated with outsourcing arrangements, reflecting both regulatory
expectations and the evolving nature of third-party dependencies within the
Group.
Principal Risks and Material Controls
The Group continually reviews its risk taxonomy to ensure it remains complete,
relevant and appropriately aligned to the Group's assessment of principal
risks.
A principal risk is defined as a risk, or combination of risks, that could
have a material adverse effect on the Group's business model, performance,
future prospects or reputation. This includes risks that could threaten the
Group's operational resilience, financial position, solvency or liquidity.
During 2025, the Board did not determine that any changes were required to the
Group's assessment of its principal risks.
The Group maintains a comprehensive control environment and undertakes a range
of measures to monitor and manage risks arising from its business activities.
These measures are designed to promote ongoing awareness of key risks,
controls and regulatory requirements across the organisation.
Material controls and mitigation measures include:
· A well-established acquisition due diligence framework
· A Group Compliance Framework, including a dedicated compliance
monitoring function
· A Business Risk Assessment framework to support the
identification and assessment of financial crime and other enterprise risks
· A clearly articulated and consistently applied risk appetite
framework
· Employee training programmes designed to promote risk awareness
and professional conduct
· Segregation of duties for transaction processing, including a
rigorous six-eyes Recommendation for Signing approval process
· Proactive fraud prevention measures, including strengthened
authentication and identity verification controls
· Performance scorecards that drive commercial performance while
remaining balanced against people and risk management considerations
· Mature cyber security capabilities, including preventative
controls, staff training and periodic testing
· Robust IT infrastructure supported by regularly tested business
continuity and disaster recovery arrangements
· Rigorous employee screening and on-boarding processes
· Established talent development programmes that support employee
engagement and retention
· Comprehensive induction and ongoing training for all employees
· Annual employee confirmations of compliance with core Group
policies and procedures
· Whistleblowing arrangements to support the reporting of concerns
· A defined Group risk escalation framework to ensure timely
identification and consideration of risk events
Notwithstanding the expected de-listing of the Group during 2026, the Board
expects to maintain the discipline of assessing material control effectiveness
in a manner consistent with the principles contemplated by Provision 29 of the
UK Corporate Governance Code.
The Group also maintains insurance cover in excess of regulatory minimum
requirements, providing an additional layer of protection in support of the
overall control environment.
LEVEL 1 LEVEL 2
Primary, overarching risk elements, containing SIX components Represents the cohorts of specific risks JTC is exposed to Principal risk
1. STRATEGIC Acquisition ü
Competitor and Client Demand
Strategy & Culture ü
2. FINANCIAL Performance of Business ü
Earnings (FX)
Impairment
Financing
Reporting ü
Capital Adequacy
3. OPERATIONAL Client ü
Process
Resilience & Business Continuity
Technology / Data Security ü
Outsourcing (1)
4. POLITICAL / REGULATORY Corporate Governance (2)
Political
Regulatory
Compliance ü
5. FINANCIAL CRIME AML/CFT/CPF Risk Assessment ü
Organisational
Countries, Territories or Geographic Areas
Customer
Customer Due Diligence
Delivery Channels
Products, Services and Transactions
Fraud
Anti-Bribery & Corruption
6. LEGAL Litigation / Contractual
Fiduciary ü
7. HUMAN RESOURCES Adequate resources ü
Remuneration & Retention (3)
Key Person
8. ESG Environmental
Social
Governance
NOTES - 2025 CHANGES
1 New risk category reflecting scope and focus on outsourcing
risk within the Group
2 Renamed from Listing Rules to focus upon corporate
governance risks
3 Renamed to focus risk on retention versus incentivization
Our principal risks are reported gross (before mitigating controls)
STRATEGIC RISK OPERATIONAL RISK FINANCIAL CRIME HUMAN RESOURCES RISK
1 Acquisition 5 Client 8 AML/CFT/CPF Risk Assessment 10 Adequate Resources
2 Strategy & Culture 6 Technology / Data Security
FINANCIAL POLITICAL & REGULATORY RISK LEGAL RISK
3 Performance of Business 7 Compliance 9 Fiduciary
4 Reporting
PRINCIPAL RISKS
The Group's current principal risks are the risks we are managing now that we
consider have a higher likelihood of stopping us achieving our strategic
objectives:
PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE
1 ACQUISITION RISK - Inadequate due diligence - Strict due-diligence process, including JTC subject-matter experts and This risk will diminish over time as each acquisition is integrated, but
third-party assessments by experienced external advisors current strategic intentions are likely to cause this risk category to remain
(Group Chief Executive Officer) - Economic misjudgement
as a principal risk.
- Appropriate scrutiny and challenge from Group Development Committee, Group
The risk that acquisitions do not achieve intended objectives, give rise to - Lack of strategic clarity Holdings Board and Non-Executive Directors
ongoing or previously unidentified liabilities, disrupt operations and divert
senior management time and attention. - Ineffective or delayed integration - Established and tested integration strategy agreed prior to acquisition
with robust post-acquisition governance
- Unpredicted changes to external environment
- Experienced management team
- Shared ownership to align interests and deferred consideration
- Insurance run-off cover
- Vendor representations and warranties (backed by insurance where
appropriate)
2 STRATEGY & CULTURE RISK - Operation outside of risk appetite - Overarching strategy is set every three to five years and progress is Strategic risk is an ongoing risk for any business and therefore is likely to
periodically re-examined remain as a continuous principal risk.
(Group Chief Executive Officer) - Product or service failure
- Strategy regularly reviewed and challenged by Board and, as a listed
The risk that inadequate strategic decisions or failure to execute the set - Senior management or leadership changes entity, subject to investor and third-party scrutiny
strategy or organisational culture has a detrimental impact on Group
operations, clients and market confidence. Alternatively, the Group's strategy - Legal or regulatory challenges - Strategy drives annual business planning process and performance-based
and/or culture brings excessive risks to the business or does not sufficiently
targets
align to changing market conditions or client requirements, such that - Lack of understanding of a new jurisdiction
sustainable growth, market share or profitability is affected. - Risk-taking and aversion in pursuit of strategic objectives is balanced
through the setting and overseeing of the Group Risk Appetite
3 PERFORMANCE OF BUSINESS RISK - Inadequate budgeting and forecasting - Budgets set annually and agreed with Divisional Heads, Jurisdictional Business performance risk is an ongoing risk for a business, especially for a
Managing Directors and P&L account owners quoted business. This risk is therefore likely to remain as a continuous
(Group Chief Executive Officer) - Unpredicted costs or losses
principal risk.
- Monthly reporting and KPIs that help monitor performance against
The risk that the Group does not meet its financial forecasts or does not - Lack of information provided to brokers and analysts performance assumptions and targets. Active review by Group Holdings Board
achieve the provided market guidance. together with PLC Board
- CEO and CFO regular engagement with analysts to inform external market
guidance
- Insurance cover for losses
4 REPORTING RISK - Inaccurate or incomplete data inputs - External audit scrutiny Financial reporting risk is an ongoing risk. This risk will therefore
anticipated to remain as a continuous principal risk.
(Group Chief Financial Officer) - Inadequate internal controls - Regular reconciliation processes and reporting
The risk of financial mismanagement, inaccurate reporting, mis-allocation of - Human error - Segregation of duties
resources and lack of transparency in financial transactions.
- Insufficient training or expertise - Market participant (e.g. analyst) reviews
- Fraudulent activity - Dedicated, qualified and appropriated trained Finance function
5 CLIENT RISK - Failure to apply policies and follow procedures - Strict adherence to policy and procedures including business acceptance Client risk remains a continuous principal risk for the business.
and periodic reviews, with appropriate escalation for higher-risk clients
(Group Divisional Heads) - Failure to follow codes of conduct
- Established Terms of Business, template customer agreements and Legal
The risk of the Group taking on the wrong type of clients, or the Group or the - Failure of managerial oversight review of tailored agreements
client's actions during the client life-cycle leads to losses, failed
strategic objectives, reputational damage, poor customer service and employee - Failure to adequately train and develop employees - Regular staff training and awareness initiatives
frustration and potentially regulatory censure. The risk of failing to clearly
define service provision or fulfil a role expertly. - Failure to identify and remediate identified issues promptly - Established reporting and escalation process with review by boards and
committees as appropriate
- Inadequate policies and procedures
- Independent client and Compliance monitoring review programme
- Promoting a robust risk and compliance culture across the Group
- Ensuring quality administration and compliance resource in each
jurisdiction plus internal legal counsel support as appropriate
- Well established Recommendation for Signing process
- Three-lines model for assurance and controls including Internal Audit
("IA")
- Well understood and defined Risk Escalation processes
- Accessible policy and procedure framework subject to annual employee
attestations.
6 TECHNOLOGY / DATA SECURITY RISK - Unauthorised data transfer - Defined and audited IT procedures Technology/Data security risk remains a continuous principal risk for the
business.
(Group Chief Information Officer) - Malware - External security assessment conducted annually
The risk of a security breach including cyber-attacks by destructive forces - Financial theft - System access controls including least privilege access model
from both internal and external sources, leading to loss of confidentiality
and integrity of data. - Denial-of-service attacks - Dedicated Senior IT Security Manager and Team
The sophistication of cyber threats is constantly evolving; criminals will - Cyber phishing attacks - Training including compulsory online Security Awareness courses for all
seek to exploit changes in working environments e.g. remote-working practices.
employees
A substantial cyber event could be detrimental to JTC's clients as well as - Network service failures
erode market and regulator confidence.
- Alignment to industry security standards
- Employee error
- Review of data security procedures and controls as part of the annual ISAE
- Malicious employee intent 3402 Report
- Security breach of client data or systems - Access to group systems and data is granted on a need-to-know basis and
least privileged
- Industry-leading solutions for end-point management, anti-virus, data loss
prevention, Privilege Access Management and secure email communications
- Periodic penetration testing and testing of business continuity plans
7 COMPLIANCE RISK - Insufficient understanding of regulatory requirements - Specialist risk and compliance staff with the skills needed to monitor and Compliance risk is expected to remain a continuous principal risk for the
report on strategic outlook and the impact of change business.
(Group Chief Executive Officer) - Inadequate policies and procedures
- Review by appropriate boards and committees, and scanning of horizon for
The risk of loss or exposure to regulatory sanction and subsequent - Failure to keep up with regulatory changes potential changes
reputational damage given a failure to follow organisational policy, laws,
conduct of business regulations, orders, codes of practice and other similar - Weak governance structures - Comprehensive policies, procedures and processes in operation within the
requirements.
Group that align to the appropriate regulatory regimes.
- Failure to monitor and enforce compliance
- Embed (and continue to promote) a robust risk and compliance culture
- Insufficient training and awareness across the Group from PLC Board down through the organisation.
- Resource constraints - Ensuring appropriate compliance resource in each jurisdiction
- Poor culture of compliance - Compliance monitoring programme in place
- Training employees to be aware of changing regulations
- Involvement with trade associations and government bodies to understand
direction and influence outcome
8 AML/CFT/CPF ASSESSMENT RISK - Poor culture - Comprehensive policies, procedures and processes in operation within the AML/CFT/CPF assessment risk is expected to remain a continuous principal risk
Group that are specifically drafted for AML/CFT/PF purposes for the business.
(Group Chief Risk Officer) - Inadequate awareness training
- The hiring of capable employees in each jurisdiction that undertake the
Risk that Money Laundering/Terrorist Financing/Proliferation Financing - Poor Know Your Client processes key person roles (e.g. Compliance Officer and Money Laundering Reporting
(ML/TF/PF) risks are not appropriately assessed due to inadequate corporate
Officer)
governance, resourcing or assurance processes - Inadequate record keeping
- Frequent mandatory staff training and awareness initiatives and CPD
- Deficient screening processes requirements
- Lack of a risk-based approach - Compliance monitoring testing programme in place
- AML/CFT/PF arrangements not tailored to business profile/characteristics - Access to external consultants and databases to enable daily ongoing
monitoring and in depth enquiries on clients as appropriate
- Procedural failures
- Established Business Risk Assessment (BRA) process which is subject to
- Failure to report suspicious activity on a timely basis periodic Board review
9 FIDUCIARY RISK - Breach of duty - Strict policies, procedures and processes in operation within the Group Fiduciary risk is an endemic feature of JTC business operations and is
(particularly risk escalation and recommendation for signing policy) expected to remain a continuous principal risk.
(Group Divisional Heads) - Failure to act in accordance with constitutional documents or service
agreement - Qualified and experienced staff operating within '4-eyes' control
The risk of breaching fiduciary duties, including failing to safeguard client
parameter
assets, can be harmful to the Group's reputation and could become subject to - Failing to exercise reasonable care, skill and diligence
high-value litigation. There is also the risk in failing to clearly define the
- Continuous training programme and CPD requirement
Group's role in providing services to a client structure or service vehicle or - Failure to declare interests of manage conflicts
a failure to fulfil the role expertly.
- JTC does not provide legal or tax advice to its clients
- Making partial judgements
- Significant insurance cover
10 ADEQUATE RESOURCES RISK - Uncompetitive remuneration - Dedicated in-house human-resource recruitment capability with detailed Adequate resourcing risk is expected to be a continuous principal risk.
understanding of business needs and local market environment
(Group Chief Operating Officer) - Unappealing working environment and inadequate support
- Recruitment strategy to enhance and bolster teams, succession planning and
The risk of failure to attract or retain the best people with the right - Lack of adequate succession planning employee value proposition
capabilities across all levels and jurisdictions.
- Failure to invest in appropriate and timely talent development - JTC ensures that the remuneration package is competitive in the
marketplace and benchmarks with peer group
- Failure to identify roles most essential to achieving strategic aims
- Management monitoring of capacity and work loads
- Failure to identify the required skills for key roles
- Shared ownership scheme embedded across the business
- Insufficient focus on attitude and motivation and alignment with JTC's
vision and values - JTC encourages a strong management culture where talent management and
people development is a core focus
- Pre-employment screening
- Internal and PLC Remuneration committee
- Staff access to Academy (Training), Gateway (International Transfers) and
wellbeing programs
- Flexible working arrangements
EMERGING TOPICS AND RISKS
As standard procedure, we consider topics or risks on an ongoing basis that
may have unpredictable and uncontrollable outcomes directly or indirectly (via
our clients) on the Group that we do not yet consider to be principal risks,
but may, over time, pose a threat to our business model. Some of these
topics or risks may be interconnected and remain under review over a sustained
multi-year period whereas others may be short-lived. Emerging risks are
those which may have unpredictable or evolving impacts, either directly or
through client activities, and which are not currently assessed as principal
risks. However, if left unmanaged, they could over time affect the Group's
strategy, operating model, financial performance or reputation.
OWNERSHIP TRANSITION AND GOVERNANCE EVOLUTION
The announcement of the proposed acquisition by a private equity investor and
the anticipated de listing from the London Stock Exchange represents a
significant structural change for the Group. While this is expected to provide
strategic flexibility and support long term growth ambitions, it also
introduces transition risks associated with changes in ownership structure,
governance arrangements and stakeholder expectations.
These risks include heightened regulatory scrutiny during and following the
change of control process, the need to demonstrate ongoing financial
resilience and responsible stewardship as a private group, and the effective
communication of strategic intent to clients, regulators and employees. The
Group continues to engage proactively with regulators and other stakeholders
to ensure continuity of governance standards, risk management discipline and
cultural integrity throughout the transition.
MACROECONOMIC CONDITIONS, CLIENT BEHAVIOUR AND TALENT DYNAMICS
The global economic environment remains uncertain, characterised by
geopolitical tensions, persistent inflationary pressures and varying rates of
economic growth across regions. These conditions may influence client
behaviour through increased sensitivity to fees, changes in asset allocation,
restructuring activity or delays in transactional decisions, which could in
turn impact revenue predictability.
At the same time, competition for specialist talent continues to intensify,
particularly in areas such as cyber security, digital transformation,
regulatory compliance and data governance. Wage inflation, expectations around
flexibility and cultural alignment, and the potential impact of organisational
change during periods of transition may present challenges to long term talent
retention. The Group continues to monitor these dynamics closely and remains
focused on maintaining a compelling employee proposition aligned with its
strategic objectives.
REGULATORY EXPECTATIONS AND CROSS BORDER COMPLEXITY
As the Group continues to operate at scale across multiple jurisdictions, it
remains subject to an increasingly complex and evolving regulatory landscape.
Supervisory expectations are rising in relation to group wide governance,
operational resilience, capital adequacy, financial crime controls and data
management, particularly for large international fiduciary and professional
services firms.
Regulatory divergence between jurisdictions, including differing approaches to
conduct, data protection and ESG related disclosure, increases execution risk
and places additional demands on Group wide consistency. The Group continues
to invest in regulatory horizon scanning, direct regulatory engagement and a
robust global compliance framework to anticipate emerging requirements and
maintain high standards of regulatory compliance across all jurisdictions.
TECHNOLOGY, DATA AND ARTIFICIAL INTELLIGENCE
Rapid technological advancement continues to create both opportunities and
emerging risks for the Group. The increasing use of artificial intelligence
and advanced data analytics has the potential to enhance efficiency and
insight, but also introduces risks related to data accuracy, ethical use,
explainability and governance of automated or assisted decision making.
Evolving regulation relating to AI, data usage and accountability may result
in increased compliance and liability exposure where systems are not
sufficiently controlled or auditable. In parallel, longer term developments
such as quantum computing may, over time, require the adoption of new
cryptographic approaches to protect sensitive information. The Group continues
to invest in data governance, security controls and responsible technology
use, while monitoring regulatory and technological developments.
CYBER SECURITY, EXTERNAL FRAUD AND THIRD PARTY DEPENDENCIES
The threat landscape for cyber security and external fraud continues to
evolve, with increasing sophistication in social engineering, impersonation
and identity related attacks, often enabled by AI driven tools. Professional
services firms remain attractive targets due to the sensitive data they hold
and the trust placed in them by clients and counterparties.
In addition, reliance on third party service providers and technology
platforms introduces concentration and dependency risks. The Group remains
focused on strengthening cyber defences, maintaining robust third party risk
oversight and enhancing employee awareness to mitigate the potential
operational, financial and regulatory impacts of a serious cyber or fraud
related incident.
COMPLIANCE EXECUTION AND OPERATIONAL RESILIENCE
As regulatory obligations expand in volume and complexity, there is an
increasing risk that compliance execution becomes more resource intensive and
operationally challenging, particularly across smaller or rapidly evolving
jurisdictions. Ensuring consistent implementation of policy, adequate
resourcing and timely regulatory response remains critical to maintaining
operational resilience and regulatory confidence.
The Group continues to enhance its Governance, Risk and Compliance technology
framework to support a more consistent, scalable and data driven approach to
risk management and compliance oversight across jurisdictions, helping to
reduce the risk of inconsistency or inadvertent regulatory breaches as the
business grows.
ESG AND CLIMATE RELATED EXPECTATIONS
Stakeholder expectations regarding environmental, social and governance
performance continue to evolve, alongside increasing scrutiny of disclosures,
data quality and alignment with international standards. The fragmented nature
of global ESG regulation and the risk of greenwashing allegations pose ongoing
reputation and litigation risks for international groups.
Climate related financial risk remains an emerging consideration, particularly
in relation to data availability, disclosure obligations and the indirect
effects of client transition risks. The Group continues to strengthen its ESG
framework, monitor regulatory developments and integrate sustainability
considerations into its broader risk management and strategic planning
processes.
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2025
Annual Report and Accounts (page 108):
We confirm that to the best of our knowledge:
• the Financial Statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group; and
• the Annual Report and 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.
We consider the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.
By order of the Board
Approved by the Board on 2 April 2026 and signed on its behalf by:
MIRANDA LANSDOWNE
JOINT COMPANY SECRETARY,
JTC (JERSEY) LIMITED, COMPANY SECRETARY
APPENDIX C - Dividends
The financial statements set out the results of the Group for the financial
year ended 31 December 2025 and are shown on pages 109 to 156 of the 2025
Annual Report and Accounts. The Consolidated Income Statement can be found on
page 116. The underlying profit before tax for the year attributable to equity
shareholders of the Company amounted to £76.5 million. The Directors resolved
to pay an interim dividend of 5.0 pence per ordinary share (2024: 4.3 pence),
which was paid to shareholders on 24 October 2025. The Directors do not
propose a final dividend for the year, given that the Company is currently in
an offer period.
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. END ACSGPUWCCUPQGUB
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