Annual Report and Financial Statements 2026
Where connectivity
becomes scale
Strategic report
1 Summary of the year
2 Strategic roadmap
3 At a glance
4 Chairman’s statement
6 Operating environment
8 Chief Executive Officer’s statement
10 Business model
11 Our strategy
12 Strategy in action
14 Key performance indicators
16 Financial review
20 Risk management
22 Principal risks
28 Effectiveness of material controls
30 Viability report
31 Section 172 statement
33 Stakeholder engagement
35 Sustainability
40 Task Force on Climate-related Financial
Disclosures
45 Non-financial and sustainability
informationstatement
Governance
46 Chair’s governance overview
48 Board of Directors
50 Corporate governance
58 Group Audit Committee report
64 Group Risk Committee report
70 Nomination Committee report
74 Remuneration Committee report
93 Directors’ report
Financial statements
97 Independent auditor’s report
105 Consolidated income statement
105 Consolidated statement of
comprehensiveincome
106 Consolidated statement of financialposition
107 Consolidated statement of changesinequity
108 Consolidated statement of cashflows
108 Notes to the consolidated financial statements
139 Company statement of financialposition
140 Company statement of changesinequity
140 Company statement of cashflows
141 Notes to the Company financial statements
Shareholder information
143 Alternative performance measures
145 Consolidated five-year summary
146 Shareholder information
Discover more online at cmcmarkets.com
When I founded CMC Markets in 1989 it
waswith a simple ethos: to make financial
markets accessible, thereby empowering
investors to realise their trading and
investing needs. That belief remains at the
heart of everything we do and has been
pivotal to our success more than 35 years on.
Read more on page 8
Strategic roadmap page
2
Financial highlights
Summary of the year
Operational and strategic highlights
– Platform and product innovation:
The Group continued to advance its multi-asset
platform strategy, with the Super App proposition
progressing through development as part of its
ambition to deliver a more unified client experience
across trading and investing.
– Scaling partnerships and distribution:
Continued expansion of institutional and API
partnerships, embedding CMC’s technology within
partner ecosystems and scaling distribution in a
capital-efficient way.
– Diversifying and growing recurring revenues:
Strong growth in investing activity and assets under
administration, supporting a broader and more
resilient revenue mix.
– Enhancing capital and liquidity flexibility:
Introduction of a commercial paper programme
and achievement of an investment grade credit
rating strengthen the Group’s funding profile,
providing access to diversified liquidity sources
while maintaining a disciplined approach to
capitalmanagement.
– Disciplined execution and control environment:
Continued focus on risk management and operational
resilience, aligned to the Group’s Risk Appetite and
governance framework.
1 Net operating income represents total revenue net of introducing partner commissions and spread betting levies.
Areconciliation to the statutory financials is provided on page 143.
2 Underlying earnings before interest, taxes, depreciation and amortisation (EBITDA). A reconciliation of underlying EBITDA
to statutory profit before tax is provided on page 143.
Net operating income¹
£392.6m
25
£340.1m
£332.8m
24
26
£392.6m
Statutory profit before tax
£101.3m
25
£84.5m
£63.3m
24
26
£101.3m
Underlying EBITDA²
£117.8m
25
£103.4m
£92.7m
24
26
£117. 8m
Basic earnings per share
27.5p
25
22.6p
16.7p
24
26
27.5 p
Assets under administration
£46.3bn
25
£37.5bn
£40.5bn
24
26
£46.3bn
Shareholder informationFinancial statementsGovernanceStrategic report
1 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic roadmap
What we are building
We are creating a unified,
multi-asset financial
services platform that
connects trading,
investing and broader
financial services within
a single ecosystem.
This is delivered through three
core brands:
CMC Markets
Enabling clients to trade across a broad
rangeof global markets.
CMC Invest
Supporting clients to invest and build wealth
through scalable digital platforms.
CMC Connect
Providing technology, liquidity and execution
services to institutional and B2B partners.
Together, these capabilities form a
diversified and scalable business
model that supports growth
across market cycles.
Creating long-term value for our stakeholders
through scale, diversification and disciplined delivery
See sustainability on page 35
Purpose
– We believe in
empowering investors
and partners to access
financial markets
with confidence,
transparency
and control.
– Our purpose is to
deliver a scalable,
technology-led
platform that enables
clients to trade, invest
and build wealth, while
supporting long-term
value creation for all
stakeholders.
– This is underpinned by
a disciplined approach
to risk management,
strong governance and
continued investment
in technology and
innovation.
How we are delivering
Our strategic priorities
Our strategy is delivered through four priorities, aligned to our business model, risk appetite and
long‑termobjectives.
Diversified growth
Expanding across products, client segments and geographies to build a more resilient
and balanced business model.
Platform and product innovation
Investing in a unified, scalable platform to enhance client experience and support
efficient delivery across markets.
Scaling distribution and partnerships
Extending our reach through institutional and API partnerships, enabling capital-
efficient growth.
Disciplined execution and cost management
Maintaining a strong control environment, aligned to our risk appetite, while ensuring
efficient capital allocation.
See our strategy on page 11
2 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Shareholder informationFinancial statementsGovernance
At a glance
Our brands
We operate across a diversified, technology‑led platform
Where we operate
UK
The UK remains our largest market, supported
by a strong retail trading franchise and a growing
investing and institutional presence.
During the year, we continued to enhance our
platform capabilities, including the rollout of multi‑
asset functionality and progression towards a
unified client experience through the Super App.
The UK also saw progress in institutional and
partnership activity, reflecting increasing demand
for our technology‑led solutions.
Net operating income
(FY2026):
£133.4m
Rest of the world
We maintain a diversified international footprint
across Europe, Asia, the Middle East and other key
regions, supported by both direct‑to‑consumer
and institutional channels.
During the year, we continued to expand our
global reach through scalable partnership
models and API integrations, enabling access
to new client segments and markets in a capital‑
efficient manner.
We also progressed regulatory initiatives and
platform capabilities to support future expansion,
including developments in digital assets and
tokenisation as part of our broader multi‑
asset strategy.
8
Regulated in 8 countries
(including UK and Australia)
Net operating income
(FY2026):
£144.0m
Australia
Australia remains a strategically important market,
with a leading position in stockbroking.
During the year, we continued to scale our investing
platform and progressed major institutional
partnerships, including the extension of our long‑
term relationship with Westpac.
Following implementation, this partnership is
expected to significantly increase client reach, with
the business anticipated to service materially more
customers and higher trading volumes over time.
No.2
Market position:
Leadingprovider in
onlinestockbroking
1
Net operating income
(FY2026):
£115.2m
Our brands reflect the breadth of what CMC has become:
a technology-led financial services platform connecting
clients, investors, companies and institutions across
trading, investing and market infrastructure.
Markets
Our direct‑to‑consumer trading offering
remains a core component of the Group,
providing access to a broad range of
global markets across leveraged and
non‑leveraged products.
During the year, we continued to enhance
our product offering through the rollout
of our multi‑asset platform, expanding
capabilities across asset classes within a
unified environment. This supports a more
seamless client experience and strengthens
our competitive positioning.
This segment continues to benefit from
periods of market volatility and strong client
engagement, supported by our proprietary
technology and risk management framework.
– Contracts‑for‑differences
– Financial spread betting
– Cash equities
– Foreign exchange
– Indices, commodities and treasuries
– Options
– Private market and pre‑IPO company
exposure through CMC CapX
Invest
Our investing platform continues to scale,
supported by strong growth in client
activity, funded accounts and assets
underadministration.
During FY2026, we progressed the
development of our investing and wealth
proposition, including digital investment
solutions and scalable portfolio capabilities,
supporting the shift towards more recurring
and annuity‑style revenues.
The business also advanced key institutional
partnerships, providing access to large
client bases through white‑label solutions
and reinforcing our position as a scalable
investment platform provider.
– Cash equities and ETFs
– Funds and model portfolios
– Tax‑efficient wrappers (including ISAs
and SIPPs)
– Cash management and savings products
Connect
Our B2B and institutional offering continues
to be a key driver of scalable, capital‑
efficient growth.
Through our API‑driven infrastructure, we
provide technology, liquidity and execution
services to financial institutions and fintech
partners, enabling them to embed CMC’s
capabilities within their own platforms.
Activity levels increased significantly during
the year, demonstrating the scalability of our
infrastructure and supporting geographic
expansion without a corresponding increase
in client acquisition costs.
– White‑label trading and
investing platforms
– API‑based trading and execution services
– Liquidity provision and pricing services
– Custody, clearing and settlement support
– Prime brokerage and institutional solutions
1 As reported by IRESS, in terms of total value of
trades executed by both CMC Markets retail
and partner clients.
Strategic report
3 – CMC Markets plc – Annual Report and Financial Statements 2026
Shareholder informationFinancial statementsGovernance
Chairman’s statement
A year of progress, investment and
strengthened foundations for the future
Paul Wainscott
Chairman
The Group delivered a strong
performance in FY2026 while
continuing to execute against its
long-term strategic objectives.
This reflects both the resilience of the core business and
the increasing contribution from more diversified and
scalable revenue streams.
In discharging its responsibilities, the Board has
remained focused on promoting the long‑term success
of the Group, while taking into account the interests
of its key stakeholders, including clients, employees,
regulators and shareholders.
Scaling a diversified
platform business
CMC’s strategy of delivering scalable growth across
products, client segments and geographies continued
to gain momentum during the year. The Group has
evolved significantly and is increasingly positioned as
a broader financial services and technology platform,
supported by scalable infrastructure, institutional
partnerships and an expanding B2B presence.
The Board has closely overseen this period of strategic
transition, with a clear focus on ensuring that growth
initiatives are delivered in a disciplined and capital‑
efficient manner. In particular, we have monitored
the continued development of the Group’s platform
architecture, including its multi‑asset capabilities, API
infrastructure and progression towards a more unified
client experience with development of the Super App.
This evolution reflects a deliberate shift towards building
a platform capable of supporting scale across both
B2C and B2B channels. The Group’s technology
investments are increasingly focused on creating
reusable infrastructure, enabling products, partnerships
and client journeys to be delivered more efficiently
across multiple markets and supporting the long‑term
scalability of the business.
Platform and infrastructure for scale
A key priority for the Board has been overseeing the
development of the Group’s technology and operating
model to support long‑term scalability.
During the year, progress continued in building a
more unified platform environment, including the
development of common architecture and API‑driven
capabilities that enable integration across products,
partners and distribution channels. This approach
supports the Group’s ability to scale institutional
partnerships while maintaining control over client
experience and operational risk.
The launch of the Group’s multi‑asset platform during
the year marks an important milestone in its strategic
development. It reflects the continued transition
towards a unified, multi‑asset offering that supports
a broader range of client needs and underpins
future growth.
At the same time, the Group is continuing to develop
its integrated client proposition, with the Super App
forming an important part of its ambition to bring
together trading, investing and broader financial
services over time. This includes ongoing investment
in a more unified client interface and supporting
infrastructure, designed to reduce fragmentation and
support more consistent client journeys across regions.
The Board views these developments as foundational,
providing the infrastructure required to support future
growth, improve speed to market and enhance long‑
term cost efficiency.
Sustainable and responsible growth
The Board remains focused on ensuring that growth
is delivered in a sustainable and responsible manner.
This includes maintaining a strong control environment,
meeting evolving regulatory expectations and
safeguarding client outcomes.
The Board has continued to oversee the effectiveness
of the Group’s risk management and internal control
framework, ensuring that it remains appropriate to
support the Group’s evolving strategy and operating
model. The Board also places significant emphasis on
the integrity of financial reporting and the robustness of
the Group’s governance and control environment.
Investment in new capabilities, including digital assets
and broader platform innovation, has continued in a
measured way, aligned with the Group’s risk appetite.
The Board continues to oversee these developments
carefully, recognising both the opportunities and
responsibilities associated with operating at the
forefront of financial markets.
In parallel, the Group continues to evolve its operating
model to support scalability, including greater use of
cloud infrastructure, outsourcing and more efficient
delivery models. These initiatives are intended to
improve long‑term cost efficiency while maintaining
delivery across strategic programmes.
The Board also continues to promote the
Group’spurpose, values and culture, ensuring
theseremain aligned with its strategy and
embeddedacross the organisation.
CMC is building
scalewith discipline,
underpinned by
technology,
diversification and
strong governance.
4 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Board changes
The year saw a number of changes to the composition
of the Board as part of its ongoing evolution.
Following the 2025 Annual General Meeting,
Isucceeded James Richards as Chairman. On behalf of
the Board, I would like to thank James for his leadership
and significant contribution to the Group.
During the year, David Fineberg stepped down from
the Board to focus on his executive responsibilities as
Global Head of Strategic Partnerships, and Matthew
Lewis stepped down to concentrate on the continued
expansion of the Group’s business in the ANZ region. We
thank both for their valuable contributions as directors.
We were pleased to welcome Laurence Booth to
the Board as an Executive Director. His experience
and knowledge of the Group will support the Board
as it continues to oversee the next phase of CMC’s
development. We also welcomed two new Non‑
Executive Directors to the Board. On 1 November 2025,
Stuart Manning joined the Board and became Chair
of the Audit Committee. Stuart is a senior financial
executive with 15 years’ experience across venture
capital, corporate finance and audit. Emma Earp joined
the Board on 1 April 2026. Emma is a senior legal
professional with more then 15 years’ experience in
banking and financial transactions.
We announced on 4 June 2026 that Clare Francis
would not be putting herself forward for re‑election at
the 2026 AGM. I would like to take this opportunity to
thank Clare for her significant contribution to the work of
the Board during her tenure.
Capital allocation and
shareholder returns
During the year, the Group further strengthened its
financial position through the establishment of a
commercial paper programme and the achievement
of an investment grade credit rating. This enhances
the Group’s financial flexibility, diversifies its sources of
funding and provides access to additional liquidity to
support future growth.
The Group remains committed to its capital allocation
framework, including a progressive dividend policy
aligned to the distribution of 50% of full‑year profits.
The Board continues to balance investment in
strategic initiatives with cost management, ensuring
that expenditure supports long‑term growth while
maintaining appropriate returns for shareholders.
Outlook
The Board believes the Group is well positioned to
deliver further progress. The investments made in
platform capability, technology infrastructure and
strategic partnerships are beginning to translate into
tangible growth opportunities.
The Board remains confident in the Group’s financial
position, liquidity and resilience, supporting its ability
to deliver its strategy over the longer term. While the
external environment remains subject to uncertainty,
the Group’s diversified model and disciplined approach
provide a strong foundation for sustainable growth and
long‑term value creation.
On behalf of the Board, I would like to thank our
employees for their continued dedication and
our clients, partners and shareholders for their
ongoing support.
Paul Wainscott
Chairman
15 June 2026
Investment case
Why invest?
Diversified earnings
A diversified business model spanning trading, investing and institutional
partnerships supports more resilient earnings through market cycles,
with increasing contribution from B2B and non‑trading income streams.
Technology-led
platform driving
scalable growth
Investment in a modern, scalable technology platform enables efficient
product development, faster time to market and consistent client
experiences across regions, supporting both growth and long‑term
efficiency.
Structural growth
through partnerships
and distribution
Institutional and B2B partnerships provide access to large client bases
and enable capital‑efficient growth through embedded distribution, with
increasing revenue visibility over time.
Expanding wealth
and investing
proposition
Growth in investing and wealth capabilities supports deeper client
relationships, increased assets under administration and the
development of more recurring, annuity‑style revenue streams.
Strong financial
discipline and
shareholder returns
A disciplined approach to cost management and capital allocation
supports continued investment in growth while maintaining strong cash
generation and a consistent dividend policy.
Strategic report Governance Financial statements Shareholder information
5 – CMC Markets plc – Annual Report and Financial Statements 2026
Regulatory
environment
Technology and
operationalresilience
Strategic
positioning
Operating environment
The Group operates in an evolving external environment shaped by
macroeconomic conditions, regulatory developments, technological
change and shifting client behaviour. The Board monitors these factors and
their impact on the Group’s principal risks (see pages 22 to 27) through the
Enterprise Risk Management Framework (“ERMF”), ensuring the business
operates within its defined Risk Appetite.
In doing so, the Board considers the implications for key stakeholders,
including clients, employees, regulators and shareholders, and how these
factors influence the Group’s long‑term decision‑making. The operating
environment is also influenced by internal developments, including ongoing
investment in technology, product innovation and the continued evolution
of the Group’s business mix. The Group also considers emerging risks
arising from changes in the external environment as part of its ongoing
riskassessment processes.
Market volatility, regulatory change and
technological innovation continue to shape
theGroup’s operating environment
The Group operates in
a complex and evolving
regulatory landscape
across multiple jurisdictions.
Regulators remain focused
on ensuring high standards
ofconsumer protection,
marketintegrity and
operational resilience.
Key areas of regulatory focus
during the year included:
– ongoing scrutiny of
leveraged trading products
and client outcomes
– enhanced requirements
relating to operational
resilience and outsourcing
– continued development
of prudential and
conductframeworks
These developments are
closely linked to the Group’s
principal risks relating to
compliance with regulation
andlegislation, conduct risk
and financial crime risk.
In response
The Group maintains
a proactive approach
supported by horizon
scanning, risk assessment
and ongoing engagement
with regulators, ensuring
regulatory developments
areincorporated into
decision‑making and risk
management frameworks.
Technology remains central
to the Group’s strategy
and operating model.
Thecontinued development
of scalable, resilient and
secure platforms is critical
to supporting client growth
and maintaining high levels
ofservice availability.
The external environment
continues to present increasing
cyber security and operational
resilience risks.
These factors are reflected
in the Group’s principal
operational risks, including
technology risk, information
security and data privacy risk,
and business disruption and
resilience risk.
In response
The Group continues to invest
in platform stability, scalability
and security, supported by
defined resilience frameworks,
incident management
processes and ongoing
monitoring through Key Risk
Indicators, enabling early
identification and mitigation
ofemerging risks.
The Group continues to
execute its strategy to
build a diversified financial
services and technology
platform across both B2C
andB2B channels.
External conditions continue
to shape the Group’s strategic
priorities, including product
development, geographic
expansion and investment in
technology. The execution of
this strategy inherently involves
the management of strategic,
financial and operational risks.
In response
The Group maintains a
disciplined approach to
capital allocation and strategic
execution, ensuring that
investment decisions are
subject to robust governance
and risk assessment
processes and remain aligned
with the Group’s Risk Appetite
and long‑term objectives.
6 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Resilience and future outlook
The Group’s strong capital position,
established brand and continued
investment in technology, governance
and risk management provide resilience
in the current environment and position
the business to capture opportunities as
market conditions evolve.
Macroeconomic
backdrop
Client behaviour and
competitive dynamics
During the year ended
31March 2026, global financial
markets were influenced
by elevated interest rates,
geopolitical uncertainty and
uneven economic growth.
While inflation moderated in
some regions, monetary policy
remained relatively restrictive.
These conditions contributed
to periods of market volatility
across asset classes,
supporting client activity but
also leading to more cautious
behaviour at times.
They also affected the Group’s
exposure to financial risks,
including market, liquidity
and counterparty risks,
and influenced the revenue
mix through higher interest
income. These factors also
influenced the Group’s financial
performance during the year.
In response
The Group maintained a
disciplined approach to risk
management and client
support, supported by a
diversified revenue model and
ongoing monitoring of its risk
profile through stress testing
and scenario analysis.
Client demand continues to
evolve towards multi‑asset
capabilities, intuitive platforms
and competitive pricing,
alongside increasing
clientsophistication.
The Group operates in a
highly competitive market.
These dynamics contribute
to strategic risk, including
competitive positioning
andproduct relevance.
In response
The Group continues to invest
in its proprietary technology
and platform capabilities to
enhance client experience
and support scalable growth.
Strategic initiatives are subject
to established governance and
risk assessment processes
to ensure alignment with
Risk Appetite.
Strategic report Governance Financial statements Shareholder information
7 – CMC Markets plc – Annual Report and Financial Statements 2026
Chief Executive Officer’s statement
Redefining finance for a
borderless, 24/7 world
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:
Our vision is simple:
one wallet, all assets,
anytime, anywhere.
Lord Peter Cruddas
Chief Executive Officer
– Multi‑asset platform rollout commenced, forming
thefoundation 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
– Non D2C channels now represent the majority
of Group revenue, highlighting the increasing
diversification of the earnings base and the strength
of the Group’s institutional and B2B offerings
– Financial performance remains strong with
Profits Before Tax 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
accountopenings and trading activity. Such level
of activity demonstrates the strength and scale of
our B2Bbusiness 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
aMulti-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.
Developed during FY2026, our securities issuance
programme (warrants andcertificates) went live
in FY2027 and will scale across Europe,followed
by Australia later in the year. Ouroptions offering
will expand and roll out across ourdifferent offices
throughout the year, opening upnew client segments.
Together, these initiatives will deepen client and partner
engagement, broaden our addressable market and
further strengthen the quality of our earnings.
8 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
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.
Onefinancial gateway.
However, the Super App represents more than an
industry‑leading product that unifies the financial
universe. It underpins CMC’s new operating system
forhow we build and deliver technology – a unified
frontend, 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
CMCfor 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
cryptocapabilities 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
underpinsCMC’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
APIpartnerships.
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.
Wehave a clear competitive advantage in this space,
built on reputation, delivery, experience and, frankly,
alack 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 secondlargest 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
periodfor the Group, with Westpac and ASB Bank
expected to come online, continued rollout of our
SuperApp, further expansion of our neobank
partnership and ongoing momentum across both
ourinvesting 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.
Thenext chapter for CMC is just beginning.
Lord Cruddas
Chief Executive Officer
15 June 2026
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9 – CMC Markets plc – Annual Report and Financial Statements 2026
Enablers
Technology
Our proprietary, in‑house developed platform supports
trading and investing across multiple asset classes
through a single, integrated system.
This enables rapid product development, scalability
across geographies and continuous enhancement of
theclient experience.
Financial strength
We maintain a strong capital position, access to short‑
term capital markets and a highly cash generative
business model. This supports ongoing investment in
technology, product capability and strategic initiatives,
while maintaining resilience across market cycles.
See more on page 16
Reputation
Trust and long‑term relationships are central to the
Group’s business model. We focus on delivering reliable
platforms, transparent pricing and high‑quality service to
clients and partners.
Risk management
A disciplined approach to market, credit and operational
risk underpins the sustainability of the business model.
The Group operates a comprehensive risk management
and internal control framework, with well‑defined
parameters, risk limits and regular oversight by
management and the Board.
This framework is designed to manage risk within the
Group’s risk appetite and support resilient performance
across varying market conditions.
See more on page 20
What we do
Delivering value for
Customers
We provide reliable platforms, competitive pricing and a
broad range of products to support clients’ trading and
investing needs.
Measured by:
– Active clients
– Platform uptime
– Trustpilot score
Colleagues
We invest in attracting, developing and retaining
talent, supporting innovation and delivery of the
Group’s strategy.
Measured by:
– Employee engagement
– Retention rates
– Development and capability metrics
Shareholders
We aim to deliver sustainable returns through
disciplined execution of our strategy, strong financial
performance and efficient capital allocation.
Measured by:
– Profitability
– Earnings per share
– Return on capital
How we make money
Trading
We generate revenue through spreads,
commissions and financing charges on client
trades. Income retention depends on risk
management gains and losses, driven by our
exposure to client positions, hedging activity
and associated costs.
We also generate income from net
financingincome on client positions and
interest earned on client balances and
theGroup’s own funds.
Investing
We generate revenue through commissions
on equity transactions and interest income
on client cash balances.
Revenue is influenced by client funding
levels, trading frequency and prevailing
interest rates.
Institutional and
partnerships
We generate revenue from institutional
and partnership‑led relationships through
platform provision, liquidity services and
B2B2C arrangements.
This provides a growing and more recurring
revenue stream, supporting diversification of
the Group’s earnings.
Trading
Investing
Direct-to-consumer
(D2C)
Platform as a service
(including B2B and B2B2C)
Business model
A scalable, diversified platform
supporting sustainable growth
The Group operates a technology‑led
platform business that enables clients and
partners to trade and invest across multiple
asset classes. The model is designed to
deliver sustainable growth across market
cycles through a combination of proprietary
technology, diversified revenue streams and
disciplined risk management.
The business model underpins the Group’s
strategy and is closely linked to its principal
risks and performance measures, which
together describe how the Group delivers
sustainable long‑term value.
Evolution of the business model
During the year, the Group continued to evolve its business model through the introduction of its multi‑asset platform, the growth of institutional
partnerships and the further development of Treasury, Prime Finance and CMC CapX. These capabilities broaden the Group’s revenue base and
support the transition towards a more diversified, scalable financial services platform.
Treasury contributes to the Group’s trading revenue model through gains and losses as well as interest income, while supporting efficient liquidity and
capital management. Prime Finance strengthens the institutional and partnerships offering through financing, execution and market access services.
CMC CapX extends the Markets proposition by providing access to exposure to selected private and pre‑IPO companies through the Group’s platform.
Together, these developments enhance scalability, diversify revenue streams and support long‑term value creation.
CMC Connect
CMC Markets
CMC Invest
10 – CMC Markets plc – Annual Report and Financial Statements 2026
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Our strategy
How we deliver
our strategy
We continue to deliver our strategy through a set of
core strategic priorities focused on scalable growth,
platform development and disciplined execution.
While our core priorities remained consistent, during FY2026
we have placed increased emphasis on platform integration,
institutional partnerships and the evolution towards more
diversified and recurring revenue streams.
We have also introduced a stronger focus on cost efficiency
and disciplined capital allocation to support sustainable long‑
term growth.
FY 2026 focus Progress in FY 2026 FY 2027 focus
Platform and
product
innovation
– Progressed rollout of the multi‑asset platform, enhancing product
breadth within a unified environment.
– Development of the Super App to support scalable delivery.
– Expanded product capabilities including Spectre, options, warrants
and certificates, digital assets, extended‑hours trading and
weekend crypto trading.
Platform integration and innovation
Continue to develop the Group’s unified platform, integrating trading, investing and financial services within a scalable
technology environment.
Prioritise common architecture, reusable technology and enhanced API capability to support efficient regional rollout,
partnerintegration and scalable distribution.
Further broaden product coverage, including digital assets, structured products and other multi‑asset capabilities, while
maintaining control over client experience and operational risk.
Scaling
distribution and
partnerships
– Continued growth in institutional and API‑led partnerships, including
increased activity through fintech and neobank integrations.
– Progressed key strategic partnerships, including Tier 1 institutional
relationships, supporting future growth in client reach, assets under
administration and trading volumes.
– Continued expansion of CMC Invest and institutional
platformcapabilities.
Scaling partnerships and distribution
Expand the Group’s distribution capabilities through a combination of direct client relationships, institutional partnerships
andAPI‑led channels.
Progress major partner implementations and pursue further capital‑efficient partnership opportunities that extend CMC’s
reach into new client segments and geographies.
Maintain a disciplined approach to partnership selection and execution, ensuring alignment with the Group’s strategic
objectives, risk appetite and long‑term value creation.
Diversifying and
growing recurring
revenues
– Strong growth in investing activity and assets under administration.
– Advancement of wealth capabilities, including robo‑investing and
model portfolios.
– Increased contribution from non‑trading and partnership revenues.
Growth in recurring and diversified revenues
Continue to develop the Group’s investing and wealth capabilities, supporting the growth of assets under administration
anddeeper client relationships.
Broaden the revenue mix towards more stable and recurring income streams, complementing existing trading revenues
andenhancing resilience across market cycles.
Progress scalable investment, wealth and digital asset solutions in a measured way, aligned to client needs, regulatory
requirements and the Group’s technology capabilities.
Disciplined
execution, risk
and cost
management
– Maintained a robust risk management and control framework
aligned to the evolving platform.
– Continued focus on operational resilience and regulatory compliance.
– Increased focus on cost discipline, efficiency and capital allocation.
Disciplined execution and control environment
Maintain a disciplined approach to strategic execution, supported by a robust risk management and internal control
framework.
Continue to strengthen operational resilience, governance and oversight as the Group’s platform and operating model evolve.
Ensure cost and capital allocation decisions remain aligned to strategic priorities, supporting efficient delivery of growth while
maintaining financial strength and resilience.
Progress against our strategic priorities is monitored through a combination of financial and non‑financial metrics, aligned to the Group’s key performance indicators set out on pages 14 to 15.
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11 – CMC Markets plc – Annual Report and Financial Statements 2026
Delivery through scale, technology
andproduct expansion
During FY2026, the Group
made significant progress in
delivering its strategy to build a
broader, technology-led, multi-
asset financial services platform.
Theyear demonstrated the
strength of CMC’s proprietary
technology, the scalability of
its partnership model and the
increasing diversification of
itsrevenue base.
Scaling partnerships
anddistribution
The Group continued to expand its institutional and
B2B partnerships during the year, reinforcing the
strategic shift towards capital‑efficient, partner‑led
growth. Institutional and B2B platform partnerships
now represent a significant proportion of the Group’s
activity, demonstrating the increasing importance
of CMC’s technology infrastructure within the wider
financial ecosystem.
A key milestone was the Group’s selection by
Westpac Banking Corporation as the preferred
technology provider for the bank’s online share
trading services. CMC is building fully integrated
white‑label platforms to support Westpac’s online
share trading services, with implementation
expected to materially increase client reach, assets
under administration and trading volumes over time.
The Group also continued to progress the ASB Bank
partnership in New Zealand, with both the Westpac
and ASB programmes moving through the build
phase during the year. Together, these partnerships
are expected to further scale CMC’s investing
platform and strengthen its position as a leading
provider of technology‑enabled investment services
in the region.
In the UK, CMC Invest made material progress
towards securing a major Tier 1 institutional
partnership to provide a white‑label investment and
savings platform. While the contract had not been
signed at year end, the progress made demonstrates
the strength of CMC’s UK investing proposition and
the potential for its platform‑led B2B model to scale
through major financial institution relationships.
Expanding scalable distribution
through APIs
The Group’s API‑driven partnership model
continued to grow strongly during the year,
demonstrating the scalability of CMC’s
infrastructure and its ability to support high‑volume
partnerplatforms.
A neobank API partnership delivered significant
account growth during FY2026, materially ahead
of traditional direct‑to‑client acquisition rates,
and supported millions of trades and hundreds of
thousands of new accounts. This highlights the
structural advantage of CMC’s B2B model, enabling
the Group to access large client bases through
established partners without a corresponding
increase in direct marketing investment.
This model supports faster geographic expansion,
improved operating leverage and stronger long‑
term revenue visibility. It also positions CMC as a
provider of critical market infrastructure to banks,
fintechs and other financial institutions seeking to
embed trading and investing capabilities within their
ownecosystems.
Strategy in action
Diversified growth
See our strategy on page 11
£46.3bn
Assets under administration
+15%
Increase in Net Operating Income
+30%
Increase in live trades year-on-year
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12 – CMC Markets plc – Annual Report and Financial Statements 2026
Platform and product innovation
The Group continued to invest in its proprietary
technology platform, with a focus on building
scalable infrastructure that supports broader product
coverage, higher activity levels and future growth.
During the year, growth was delivered across a
number of product areas, including a 117% increase
in options trading, an 85% increase in MetaTrader
trades and a 49% increase in physical share trading.
These increases demonstrate the breadth of client
demand across the Group’s expanding product set
and the scalability of CMC’s technology platform.
The Group also continued to expand access to
markets outside traditional trading hours. Weekday
trading increased by 28% year on year, while
weekend crypto trading, launched in the prior
year, continued to demonstrate client demand
through FY2026.
The Group also developed its securities issuance
capability, supporting the launch of a warrants and
certificates business after the year end. This expands
CMC’s product proposition into exchange‑traded
structured products and is expected to provide
access to new client segments as the offering scales.
These developments support CMC’s ambition to
provide clients and partners with broader access
tomarkets through a single, scalable platform.
Launching Spectre and
broadening the trading proposition
A key product milestone during the year was the
launch of Spectre, a new trading account designed to
broaden CMC’s proposition and provide clients with a
different way to access markets.
Spectre allows clients to trade a broad range of asset
classes from a single account, including indices,
forex, shares, ETFs, cryptocurrencies and precious
metals. The product has been designed without
leverage, financing costs or margin calls, supporting
clients who want to use their own capital and hold
positions for longer.
The launch of Spectre demonstrates the Group’s
continued ability to innovate within its core trading
franchise while expanding the range of products and
account types available to clients. It also supports
CMC’s broader multi‑asset strategy by extending
client choice and reinforcing the Group’s position as a
technology‑led provider of market access.
Platform architecture for scale
During FY2026, the Group launched the first
iteration of its multi‑asset platform, an important
milestone in CMC’s evolution into a broader financial
services platform.
The platform expanded the Group’s product
capabilities across traditional and digital markets,
including out‑of‑hours trading in US assets, 24/7
crypto, 24/7 bullion and silver, tokenisation and
private market opportunities through CMC CapX.
These capabilities support a more connected client
experience and provide the foundation for future
product expansion.
The multi‑asset platform also forms the foundation
for the Group’s Super App, which is intended to bring
together trading, investing, payments and broader
financial services into a single client and partner
interface. During the year, CMC progressed the
underlying architecture and infrastructure required
to support this proposition, with a focus on common
systems, reusable technology and scalable back‑
end services.
This architecture is designed to improve speed to
market, reduce fragmentation across client journeys
and enable more efficient product rollout across
regions. It also provides the infrastructure required
to support both direct‑to‑client and partner‑led
distribution at greater scale.
Developing digital assets,
tokenisation and Web3
infrastructure
CMC continued to advance its digital asset, Web3
and tokenisation strategy during the year, supporting
the Group’s broader multi‑asset roadmap.
The Group progressed the infrastructure required
to deliver secure, regulated and institutional‑grade
digital asset services, including capabilities across
holding, trading, funding and withdrawing digital
assets. It also continued to develop the prime
broking, clearing and operational capabilities
needed to support tokenised financial assets
asthestrategy scales.
From strategy to scale
The progress achieved during FY2026 provides
clear evidence of the Group’s strategy in action. CMC
continued to scale its partnership model, broaden
its product proposition, enhance platform resilience
and invest in the infrastructure required to support
future growth.
The launch of Spectre, the rollout of the multi‑asset
platform, growth in API‑led partnerships, progress
in Web3 and tokenisation, and the build‑out of major
institutional relationships all demonstrate the Group’s
transition into a diversified, technology‑led financial
services platform.
Together, these initiatives strengthen CMC’s ability
to scale across products, partners and geographies,
while supporting a broader and more resilient
revenue base across market cycles.
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13 – CMC Markets plc – Annual Report and Financial Statements 2026
Key performance indicators
Measuring delivery against our strategy
The Group uses a balanced set of financial and non-financial key
performance indicators (“KPIs”) to assess performance against its strategic
priorities and business model. These measures are designed to provide a
clear view of both current performance and the Group’s progress in building
a scalable, diversified financial services platform.
KPIs are aligned to the Group’s strategic pillars and are monitored regularly
by management and the Board. They are also considered in the context of
the Group’s principal risks, capital position and long-term viability.
Financial KPIs
Underlying EBITDA
A
£117.8m
Why it is important
Underlying EBITDA is a key
measure of underlying operating
performance, removing
the effects of financing, tax
andnon‑cash items.
How it is measured
Statutory profit before tax adjusted
for interest, tax, depreciation and
amortisation as well as impairment
on non‑current assets.
Profit before tax
£101.3m
Why it is important
Statutory profit before tax
measures our overall financial
performance and value creation
under accounting standards.
How it is measured
Profit before tax as reported in the
consolidated financial statements,
prepared under IFRS.
Profit before tax margin
A
25.8%
Why it is important
This margin shows how efficiently
we are converting revenue
into profit, reflecting our cost
management and operational
scalability priorities.
How it is measured
Statutory profit before tax
divided by net operating income,
expressed as a percentage.
Net operating income
A
£392.6m
Why it is important
Net operating income reflects
ourcore revenue generation and
client activity levels, supporting
long‑term growth.
How it is measured
Total revenue from operating
activities, net of rebates and
introducing broker commissions,
as reported in the consolidated
financial statements, prepared
under IFRS.
Assets under
administration
£46.3bn
Why it is important
Assets under administration
measures the scale of client assets
on our platform, which is a strong
indicator of future fee income.
How it is measured
Total market value of client assets
held in investing accounts at
period end.
Own funds
requirementratio
292%
Why it is important
A strong capital ratio supports
regulatory compliance, resilience
and future growth.
How it is measured
Total capital resources after
relevant deductions divided by own
funds requirements, expressed
as a percentage. Calculated in
accordance with the requirements
of MIFIDPRU.
£84.5m
£63.3m
25
24
26
£101.3
24.8%
19.0%
25
24
26
25.8%
£340.1m
£332.8m
25
24
26
£392.6m
25
£37.5bn
£40.5bn
24
26
£46.3bn
£103.4m
£92.7m
25
24
26
£117. 8m
272%
312%
25
24
26
292%
14 – CMC Markets plc – Annual Report and Financial Statements 2026
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A
Denotes an alternative performance.
Definitions and a reconciliation to
thestatutory financials can be found
onpages 143 to 144.
Non-financial KPIs
Active clients
(Trading)
55,081
Why it is important
Active clients drive revenue and
market share. Growth reflects the
strength of our platform, offering
and client strategies.
How it is measured
Number of unique clients who
have placed at least one trade in
their trading account during the
reporting period.
System uptime
99.98%
Why it is important
Ensures reliable service delivery
and supports client trust and
operational efficiency.
How it is measured
The percentage of trading hours that
clients are able to trade onthe Next
Generation and Invest platforms.
Trustpilot score
4.2/5.0
Why it is important
Managing customers’ money
demands trust and reputation.
OurTrustpilot score reflects how
well we meet client expectations
and maintain that trust.
How it is measured
Scores are taken from Trustpilot at
the end of the reporting period for
CMC Markets.
Colleague engagement
61%
Why it is important
Engaged colleagues deliver better
outcomes for the business. High
engagement supports retention,
attracts talent and builds a strong,
inclusive culture.
How it is measured
Engagement is measured through
an annual survey using an external
provider. We use an “engagement
index” based on areas including
pride, commitment and motivation.
Revenue per active client
(Trading)
A
£5,259
Why it is important
Growth in revenue per active client
shows success in attracting and
retaining high value clients, and
reflects the strength of our platform,
products and service.
How it is measured
Total trading revenue divided by
the number of active clients within
the trading business over the
reporting period.
Active clients
(Investing)
281,442
f
Why it is important
Active investors drive the growth
and success of the Investing
business. Growth in this number
reflects the strength of our platform
and client engagement.
How it is measured
Number of unique clients who
placed a trade or contributed to
their investing account during the
reporting period.
99.93%
99.95%
25
24
26
99.98%
57%
37%
25
24
26
61%
4.0
4.2
25
24
26
4.2
25
£4,761
£4,685
24
26
£5,259
52,290
55,294
25
24
26
55,081
25
238,656
211,576
24
26
281,442
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15 – CMC Markets plc – Annual Report and Financial Statements 2026
Financial review
Strong financial performance during the year
reflected the continued scaling of the Group’s
institutional and B2B operations, record
performance from the Australian investing
business and sustained investment in strategic
growth initiatives, technology infrastructure
andplatform capability.
The Group continued to benefit from an
increasingly diversified earnings base, resilient
operating model and focus on higher-value client
segments, while maintaining a strong capital and
liquidity position.
Strong operational execution, resilient trading
performance and ongoing investment in long-term
growth opportunities
£’million FY 2026 FY 2025 Change
Trading and investing revenue 373.1 313.3 19%
Other revenue 3.7 4.3 (13)%
Interest income 41.9 42.5 (1)%
Total revenue 418.7 360.1 16%
Commissions and levies (25.6) (20.0) (28)%
Interest expense (0.5) — (100)%
Net operating income 392.6 340.1 15%
Operating expenses (288.8) (250.0) (15)%
Impairment of intangible assets (0.5) (0.5) (0)%
Operating profit 103.3 89.6 15%
Loss on share of associate — (0.2) 100%
Reversal of impairment of
investments in associate and gain
on bargain purchase/(Impairment)
of investments in associate 0.8 (2.3) 135%
Finance costs (2.8) (2.6) (8)%
Profit before taxation 101.3 84.5 20%
Taxation (27.6) (22.3) (24)%
Profit after tax 73.7 62.2 19%
Profit before tax margin 25.8% 24.8% 1.0ppts
Alternative performance measures
Financial information in this report is prepared on a statutory (taken
directly from the financial statements) andnon‑statutory basis.
While the Group limits the use of adjusted measures, they are used
where necessary to provide a clearer representation of financial
performance. More details and a reconciliation of alternative
performance measures are provided on pages 143 to 144.
Summary
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:
£84.5million), 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.
16 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
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.
£’million FY 2026 FY 2025 Change
Net trading revenue
¹
289.7 248.9 16%
Net investing revenue
¹
57.8 44.4 30%
Other revenue 3.7 4.3 (13)%
Net interest income 41.4 42.5 (3)%
Net operating income 392.6 340.1 15%
1 Net trading and net investing revenue represent trading and investing revenue after deducting
partner commissions and betting levies. A reconciliation can be found on page 143.
Trading performance
Net trading revenue increased 16% to £289.7 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.
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.
Strong client engagement,
delivered on a resilient platform.
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.
A number of efficiency and technology projects are now nearing
completion, with temporary dual‑running and project costs expected to
unwind over time. These initiatives are set to deliver meaningful operational
efficiencies, with lower overheads and improved profit margins beginning
to flow through as key programmes are completed, supporting enhanced
operating leverage into FY2027.
Impairment of intangible assets
The Group recognised an impairment charge of £0.5 million during FY2026
(FY2025: £0.5 million) in relation to certain internally developed software
assets. The impairment reflects management’s reassessment of the
recoverable amount of the relevant assets in light of revised commercial
expectations and the continued prioritisation of core strategic initiatives
across the Group.
Strategic report Governance Financial statements Shareholder information
17 – CMC Markets plc – Annual Report and Financial Statements 2026
Financial review continued
Reversal of impairment of investments
in associate
In May 2025, the Group increased its shareholding in Strike X to 51%
following an agreement with its existing shareholders. As a result, we
assumed control of the business, allowing for deeper integration and
strengthening its ability to leverage Strike X’s blockchain capabilities
asitdevelops crypto and tokenisation solutions.
The Group recognised a net gain of £0.8 million during FY2026 in relation
to its investment in Strike X, a customer‑centric blockchain solutions
business, reflecting a reversal of previously recognised impairment losses
together with gains arising on the acquisition of interests in certain strategic
investments below fair value.
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 and earnings
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.
Strong growth while continuing
to invest in the platform.
£101.3m
Profit before tax
+16%
Increase in year-on-year total revenue
Financial position
31 March
2026
£’million
31 March
2025
£’million
(restated) Change
Fixed assets 65.0 53.2 22%
Trade and other receivables 189.6 147.7 28%
Secured financing 3.7 — 100%
Derivative financial instruments 30.6 24.5 25%
Financial investments 126.8 111.0 14%
Amounts due from brokers 288.0 140.0 106%
Cash and cash equivalents 276.5 247.7 12%
Other assets 26.7 7.9 238%
Total assets 1,006.9 732.0 38%
Trade and other payables 388.9 253.6 (53)%
Amount due to brokers 8.7 12.2 29%
Derivative financial instruments 13.9 16.2 14%
Secured borrowing 55.7 7.5 (643)%
Borrowings 46.8 — (100)%
Lease liabilities 21.6 14.3 (51)%
Other liabilities 14.1 10.2 (38)%
Total liabilities 549.7 314.0 (76)%
Total equity 457.2 418.0 9%
Total equity and liabilities 1,006.9 732.0 38%
The prior year comparative year information has ben represented to conform with the current
yearpresentation.
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
(31March 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:
£111.0million), comprising short‑dated investment‑grade corporate bonds
and other treasury investments, alongside Level 3 financial investments
heldby 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.
Regulatory capital
The Group and its subsidiaries fall within the scope of the FCA’s Investment
Firms Prudential Regime (“IFPR”) on a consolidated basis.
The Group’s capital position remains robust, with CET1 capital before
regulatory adjustments increasing to £457.1 million as at 31 March 2026
(31March 2025: £418.0 million). After regulatory adjustments of £66.8 million
(31March 2025: £54.2 million), CET1 capital stood at £390.3 million
(31March 2025: £363.8 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.
18 – CMC Markets plc – Annual Report and Financial Statements 2026
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Strong growth in investing,
resilient trading performance
and disciplined investment in
future scale.
Group own funds resources and requirements
31 March
2026
£’million
31 March
2025
5
£’million
Common equity tier 1 (‘CET’) capital before
regulatory adjustments
1
457.1 418.0
Less: regulatory adjustments
2
(66.8) (54.2)
Common equity tier 1 capital after regulatory
adjustments 390.3 363.8
Own funds requirements (“OFR”)
3
133.8 133.6
Total OFR ratio (%)
4
292% 272%
1. 31 March 2026 figure does not include Non‑controlling interest 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.
Liquidity and funding
Funding
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
(31March 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.
Liquid assets
We have deployed our funding to support our business activities and to
maintain appropriate buffers of liquid assets. Funds deployed to support
the business primarily consist of margins maintained with our brokers
to support trading activity, and “blocked cash” held in subsidiaries to
meet local regulatory and exchange requirements. Liquid assets are
held to meet future liquidity needs, serve as a contingency, and satisfy
regulatoryrequirements.
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 to 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
andB2B 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.
Our Total Unencumbered Liquid Assets (“TULA”) include cash and cash
equivalents, funds in excess of margin requirements held with brokers, and
financial investments after haircuts.
Group funding sources and liquid assets
31 March
2026
£’million
31 March
2025
£’million
Cash and cash equivalents 276.5 247.7
Amount due from brokers 288.0 140.0
Financial investments 126.8 111.0
Client inventory 6.3 —
Undrawn facility 55.0 55.0
Total Available Liquidity 752.6 553.7
Less: blocked cash
1
(76.8) (74.0)
Less: initial margin requirement (231.4) (92.2)
Less: internal haircut on financial investments (19.9) (29.1)
Less: other encumbered financial investments (58.4) (8.7)
Less: illiquid financial investments (11.1) (1.0)
Less: undrawn facility (55.0) (55.0)
Total Unencumbered Liquid Assets 300.1 293.6
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)million from £(8.8) million due to a rounding adjustment in the prior year accounts.
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19 – CMC Markets plc – Annual Report and Financial Statements 2026
Risk management
Embedding effective risk
management across our
business
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
principaland 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,
treasury 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 this 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:
1. 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.
2. Second Line: Group Risk and Compliance provide
oversight and guidance.
3. 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
managementframework.
Group Audit CommitteeGroup Risk Committee
Executive Committees
Responsible for execution of Board’s risk strategy including risk appetite and management
ofour key risks.
Board
Ultimately responsible for defining risk appetite, risk strategy and the evaluation of the adequacy
of our risk framework. Achieved through Board sub-committees.
First Line
Business Functions
Responsible for identification,
assessment and
management of risks.
Second Line
Risk and Control Functions
Maintain risk management
and control policies and
monitor risks against appetite.
Third Line Internal Audit
Provide independent
assurance reviews of
appropriateness and
effectiveness of controls,
governance structures
andprocesses.
20 – CMC Markets plc – Annual Report and Financial Statements 2026
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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 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 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
viabilitystatement.
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
ofthe 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 continue to be addressed through established
governance processes, including root cause analysis
and ongoing remediation actions, some of which remain
in progress.
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,
theymay be incorporated into the Group’s principal
riskframework.
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.
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21 – CMC Markets plc – Annual Report and Financial Statements 2026
Principal risks
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
andcommercially 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.
Strategic risk
Key risk description
The risk that our ability to execute our business strategy is impacted by internal decisions or external factors. This
includes risks associated with defining, prioritising and delivering strategic initiatives, as well as potential reputational
damage affecting marketperception, client trust and regulatory relationships.
Risk exposure and appetite
We are exposed to, and have appetite for strategic risk through the execution of our strategic initiatives where there is
a risk of failing to successfully deliver what we set out to achieve. As part of our strategic risk, we are also exposed to
potential damage to our brand and reputation with the market, clients and regulators. Failure to manage reputational
risks could significantly impact our ability to implement our strategic plan. During the year, enhanced focus on our key
strategic priorities has strengthened how we deliver on our strategic goals.
Risk profile
– Likelihood: Medium
– Time horizon: Medium to long term, aligned to delivery of strategic initiatives
– Potential impact: Failure to effectively prioritise and execute strategic initiatives could result in reduced revenue
growth, loss of market share, inefficient allocation of resources and increased cost base. In more severe scenarios,
this may lead to reputational damage, reduced client acquisition and retention, and diminished investor confidence.
– Circumstances/triggers: This risk may crystallise during periods of significant organisational change, high volume
of concurrent projects, resource constraints, or where there is ineffective prioritisation, governance or delivery of
key initiatives.
Key mitigations and controls
We manage strategic risk through:
– Governance & Oversight – Strong challenge and oversight from independent Non-Executive Directors.
– Strategic Alignment – Ensuring all significant initiatives align with the corporate strategy.
– Risk Assessment – Evaluating risks associated with strategic initiatives before execution.
– Accountability & Ownership – Assigning clear responsibility for delivery and risk mitigation through legal
entity and regional reporting lines.
– Product & Initiative Governance – Requiring Board approval for all strategic initiatives.
These measures ensure a structured approach to strategic decision-making and risk management.
22 – CMC Markets plc – Annual Report and Financial Statements 2026
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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.
Market risk
Key risk description
The risk that the value of our residual portfolio decreases due to market fluctuations, including price movements,
interest rates and foreign exchange rate changes.
Risk exposure and appetite
As an online trading provider acting as principal to clients across different markets, we are exposed to financial risks
arising from market movements. We have appetite to retain some market risk, balanced with a low appetite for liquidity
and capital risk, toensure effective risk management and financial stability.
Risk profile
– Likelihood: Medium to high
– Time horizon: Short term, driven by daily market movements
– Potential impact: Adverse market movements may result in losses on the Group’s residual exposure, increased
hedging costs and margin requirements, and volatility in financial performance. In extreme but plausible scenarios,
this could lead to significant P&L impacts and increased capital and liquidity demands.
– Circumstances/triggers: Most relevant during periods of heightened market volatility, rapid price movements,
geopolitical events or market dislocations.
Key mitigations and controls
We manage market risk through:
– Real-Time Exposure Management – Trading risk management monitors and controls inherited exposures
from clients in real-time within Board-approved limits.
– Market-Making in Liquid Instruments – Primarily acting as a market maker in highly liquid financial
instruments, enabling efficient risk reduction via prime broker arrangements.
– Stress Testing & Scenario Analysis – Conducting regular stress testing to assess financial and capital
adequacy impacts from severe market events.
– Liquidity & Funding Monitoring – Actively managing market risk with close oversight of funding
requirements to maintain liquidity stability.
– Model Risk Management – Model risk is the potential for adverse consequences from decisions based on
incorrect or misused model outputs and reporting. Our market risk models have undergone independent review
of model governance in 2026. Artificial intelligence models, especially those that are adaptive or externally
sourced, present elevated risk such as bias, lack of transparency and unintended outcomes.
These measures ensure we effectively manage market risk while maintaining financial resilience.
Liquidity risk
Key risk description
The risk that we have insufficient liquidity to meet our financial obligations as they fall due, or can only secure required
liquidity at excessive cost. This includes funding margin requirements, failed settlements or market events that impact
liquidity availability.
Risk exposure and appetite
We are exposed to liquidity risk through our core business activities, including funding margin requirements for hedging
strategies and managing unfunded commitments in the matched principal business. We have a low appetite for liquidity
risk and maintain a robust framework to ensure we remain well-funded under both normal and stressed conditions.
Risk profile
– Likelihood: Medium
– Time horizon: Short to medium term, particularly under stressed conditions
– Potential impact: Insufficient liquidity could result in an inability to meet financial obligations, increased funding
costs or forced deleveraging of positions. In severe scenarios, this could lead to regulatory breaches, restriction of
business activities or reputational damage.
– Circumstances/triggers: This risk may crystallise during periods of extreme market volatility, rapid increases in
margin requirements, concentrated client exposures or significant outflows.
– Global growth and new business lines increase organisational complexity and increase liquidity inefficiencies.
Key mitigations and controls
We minimise liquidity risk through:
– Liquidity Modelling & Stress Testing – Regular forward-looking liquidity forecasting under both normal and
stressed conditions to ensure obligations can be met.
– Legal Entity Board Oversight - responsible for liquidity and capital ratios with escalation to GRC/Board.
– High-Quality Liquid Assets & Funding Diversification – Maintaining unencumbered, high-quality liquid
assets and diversified funding sources.
– Contingency Planning – Establishing liquidity facilities, contingency funding levers, and wind-down strategies
where necessary.
– Market Condition Monitoring – Assessing liquidity impacts of significant market moves to ensure resilience.
– External Funding Sources - Implementation of a commercial paper programme and financial rating to
increase diversity of financing options.
For our Invest and Exchange-Traded Business, additional controls include:
– Offering only liquid assets based on an asset suitability assessment.
– Producing daily cash position reports covering surplus liquidity, unencumbered liquidity, and short-term forecasts.
– Conducting stress testing to ensure sufficient liquidity for business continuity over a 15-month horizon.
Strategic report Governance Financial statements Shareholder information
23 – CMC Markets plc – Annual Report and Financial Statements 2026
Financial risks continued
Emerging risks continued
Credit and counterparty risk
Key risk description
The risk of financial loss arising from a counterparty failing to meet its obligations as they fall due, including exposure
to both clients and financial institutions.
Risk exposure and appetite
We are exposed to credit and counterparty risk through our client trading activities and relationships with financial
institutions. We have a moderate appetite for such exposures and actively manage them through stringent controls
and mitigants to minimise potential losses.
Risk profile
– Likelihood: Low to medium
– Time horizon: Short to medium term
– Potential impact: Counterparty default or client failure to meet obligations could result in financial losses and
increased capital requirements. In extreme cases, this could lead to contagion effects across counterparties or
impact liquidity.
– Circumstances/triggers: Heightened during periods of market stress, where client losses increase rapidly,
orwhere counterparties experience financial deterioration. Concentration risk or reliance on a limited number
ofcounterparties may further increase exposure.
Key mitigations and controls
We manage credit and counterparty risk through:
– Margin Requirements & Risk-Based Controls – Applying a tiered margin structure to manage riskier
positions and utilising liquidation features when client total equity falls below predefined thresholds.
– Guaranteed Stop Loss Orders – Offering clients risk management tools to prevent debt accumulation.
– Credit Risk Modelling & Stress Testing – Setting limits and using potential credit risk exposure models to
quantify and stress-test client credit risk across CFDs and Spread Bets.
– Counterparty Creditworthiness Reviews – Conducting at least annual assessments of counterparties’
financial stability.
– Diversification & Concentration Risk Management – Engaging with multiple prime brokers (“PBs”) per
asset class to reduce concentration risk.
– Investment-Grade Counterparty Standards – Preferring to work with counterparties holding investment-
grade credit ratings, with daily exposure monitoring.
– Intermediary Limits & Oversight – Setting and monitoring intermediary limits daily, with escalation
procedures for large exposures.
These measures ensure credit and counterparty risks are actively managed to protect the firm’s financial stability.
Capital and solvency risk
Key risk description
The risk that we do not maintain sufficient capital to meet regulatory requirements, absorb financial shocks or
support business growth. This includes risks arising from market volatility, regulatory changes and adverse business
performance impacting capital adequacy.
Risk exposure and appetite
As a regulated financial institution, we are required to hold sufficient capital to meet both regulatory and internal
thresholds. We have a low appetite for breaching capital requirements or operating with insufficient buffers. Effective
capital management ensures our financial stability and resilience under stress scenarios.
Risk profile
– Likelihood: Low
– Time horizon: Medium term, but sensitive to short-term shocks
– Potential impact: Insufficient capital could limit the Group’s ability to absorb losses, meet regulatory requirements
orsupport growth.
– Circumstances/triggers: This risk may crystallise following sustained adverse financial performance, significant
market events, or changes in regulatory capital requirements.
– Global complexity: More legal CMC entities in increased geographies means capital is less efficient.
Key mitigations and controls
We minimise capital and solvency risk through:
– Capital Planning & Forecasting – Regular stress testing and scenario analysis to assess capital adequacy
under adverse conditions.
– Regulatory Compliance – Maintaining capital levels above regulatory minima and engaging pro-actively with
regulators on capital requirements.
– Liquidity & Risk Management – Ensuring adequate liquidity to absorb market shocks and financial stress.
– Robust Governance – Ongoing monitoring by senior management and the Board to ensure capital strength
and strategic alignment.
Principal risks continued
24 – CMC Markets plc – Annual Report and Financial Statements 2026
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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.
Financial crime
Key risk description
The risk of money laundering, terrorist financing, sanctions violations, bribery, corruption and failures in Know Your
Customer (“KYC”) procedures, which could lead to regulatory penalties, financial losses or reputational damage.
Risk exposure and appetite
As a financial institution handling significant volumes of client data, money and assets, we are exposed to financial
crime risks, including money laundering and market abuse. The short-term nature of some client relationships further
heightens this exposure. We have a low appetite for financial crime and implement robust preventative and detective
controls to mitigate these risks. We continuously enhance our framework through process improvements, system
investments and staff training.
Risk profile
– Likelihood: Low given control framework, but increasing in line with external threat environment
– Time horizon: Ongoing
– Potential impact: Failures in financial crime controls could result in regulatory enforcement, financial penalties,
business restrictions and significant reputational damage. There may also be operational impacts from remediation
activity and increased regulatory scrutiny.
– Circumstances/triggers: Elevated during periods of high client onboarding volumes, expansion into new
jurisdictions, or where control weaknesses arise (e.g. system issues, backlogs or inconsistent processes).
Key mitigations and controls
We mitigate financial crime risk through:
– Risk-Based KYC & Due Diligence – Applying rigorous KYC procedures, including Enhanced Due Diligence
(“EDD”) for higher-risk clients such as Politically Exposed Persons (“PEPs”).
– Ongoing Monitoring & Surveillance – Maintaining risk-based transaction monitoring and customer activity
surveillance systems.
– Suspicious Activity Reporting – Enhancing procedures for detecting and reporting suspicious activity to law
enforcement and regulators.
– Market Abuse Prevention – Strengthening controls to mitigate risks from repeat offenders of market abuse.
– Sanctions & Restrictions Management – Maintaining a restricted list of individuals and entities, with
systems to block transactions that breach regulatory guidelines.
– Risk Classification – Classifying customers and entities at onboarding to assess financial crime risks
effectively.
These measures ensure compliance with financial crime regulations and protect the integrity of our business.
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25 – CMC Markets plc – Annual Report and Financial Statements 2026
Operational risks continued
Emerging risks continued
Information security and technology risk
Key risk description
The risk of data breaches, unauthorised access, system outages and technology failures, including non-compliance
with security and regulatory requirements. This encompasses client, employee and proprietary data, as well as critical
systems, hardware and networks.
Risk exposure and appetite
As a fintech company, we are exposed to significant information security and technology risks. We have a low appetite
for data loss, misuse or system failures that impact operations or client services, and we mitigate these through robust
preventative and detective controls.
Risk profile
– Likelihood: Low to Medium
– Time horizon: Ongoing
– Potential impact: Cyber incidents or technology failures could lead to data breaches, loss of sensitive information,
system outages and disruption to client services. In severe scenarios, this may result in regulatory action, financial
losses and reputational damage.
– Circumstances/triggers: Heightened by increasing cyber threat activity, reliance on third-party systems, and
the introduction of new technologies or products. Risks may crystallise through external attacks (e.g. phishing,
ransomware, DDoS) or internal system failures.
Key mitigations and controls
We minimise these risks through:
– Data Security & Access Controls – Enforcing least privileged access, regular system access reviews, and
data classification to protect sensitive information. Physical security measures prevent unauthorised access to
buildings and sensitive areas.
– Technology Resilience & Monitoring – Regular resilience testing, incident response exercises and disaster
recovery arrangements are in place to validate the effectiveness of controls and ensure the Group can respond
to and recover from disruptions.
– System Stability & Incident Response – Ensuring IT production support, proactive system capacity
planning, and contingency measures to prevent and remediate failures.
These measures ensure the confidentiality, integrity, and availability of our systems and data, safeguarding clients,
employees, and business operations.
Compliance risk
Key risk description
The risk of failing to comply with legal and regulatory obligations, which could result in financial penalties, reputational
damage, or operational restrictions, including obligations under Consumer Duty are material risks for CMC.
Risk exposure and appetite
We operate in a highly regulated environment across multiple jurisdictions, exposing ourselves to compliance and
regulatory risk. We have a low appetite for failing to meet regulatory or legislative obligations and are committed to full
compliance with applicable laws and regulations, including the Consumer Duty requirements to ensure fair outcomes
for customers.
Risk profile
– Likelihood: Medium
– Time horizon: Medium term
– Potential impact: Failure to comply with regulatory obligations could result in fines, enforcement actions, business
restrictions and reputational damage. It may also lead to increased regulatory scrutiny and operational disruption.
– Circumstances/triggers: This risk is elevated during periods of regulatory change, expansion into new markets, or
where there is complexity in interpreting or implementing regulatory requirements. Increased focus from regulators
(e.g. Consumer Duty, DORA) may also heighten exposure.
Key mitigations and controls
We minimise compliance risk through:
– Risk-Based Regulatory Interpretation – Applying a proportionate, risk-based approach to interpreting
andimplementing regulatory requirements.
– Resourcing & Expertise – Ensuring compliance teams are adequately staffed, trained, and supervised,
withaspecific focus on Consumer Duty and customer outcomes.
– Regulatory Horizon Scanning – Monitoring and assessing new regulations and legislation to evaluate
business impact.
– Regional Compliance Oversight – Conducting thorough regulatory analysis to ensure adherence across
jurisdictions, particularly for new initiatives.
– Advisory & Monitoring Frameworks – Providing technical guidance to the business, alongside
comprehensive monitoring, surveillance, and policy enforcement.
– Regulatory Engagement – Maintaining strong relationships with regulators and proactively planning for
regulatory changes, including engagement on Consumer Duty expectations and compliance standards.
– Local Board Oversight - Regional management and Boards are responsible for ensuring all local compliance
and regulatory standards are met. This includes management oversight of the suitability and execution of
products to clients. This is overseen by compliance with an expectation that issues are raised directly to GRC
and GAC for further consideration by the Board.
Principal risks continued
26 – CMC Markets plc – Annual Report and Financial Statements 2026
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Legal risk
Key risk description
The risk of financial loss, regulatory consequences or reputational damage arising from legal proceedings,
disputes or failure to comply with contractual or legal obligations. This includes exposure to litigation from clients,
counterparties or third parties, as well as risks arising from evolving legal frameworks across jurisdictions. Legal risk is
a material risk for CMC.
Risk exposure and appetite
As a global financial services provider, we are exposed to legal and litigation risk through our client relationships,
product offerings and operations across multiple jurisdictions. This includes the risk of claims relating to historical or
current business practices, contractual disputes or regulatory matters.
We have low appetite for legal risk, particularly where it may result in significant financial loss, regulatory sanction or
reputational damage. We seek to minimise exposure through robust legal management, governance and oversight.
Risk profile
– Likelihood: Low to Medium
– Time horizon: Medium to long term
– Potential impact: Adverse legal outcomes could result in financial losses (including damages, settlements and legal
costs), increased regulatory scrutiny and reputational damage. In severe cases, this may impact capital position,
business operations or client relationships.
– Circumstances/triggers: This risk may crystallise in the event of adverse legal judgements, escalation of existing
disputes, regulatory investigations, or where historical business practices are challenged. Legal exposure may
increase during periods of regulatory change or where there is heightened industry litigation activity.
Key mitigations and controls
We manage legal and litigation risk through:
– Legal Oversight & Governance – Dedicated legal function providing advice and oversight on legal and
contractual matters, with escalation to senior management, GRC, GAC and the Board where appropriate.
– External Legal Support – Engagement with external legal advisers on complex or material matters,
includingongoing litigation and regulatory issues.
– Contractual Controls – Standardised legal documentation and review processes to ensure clarity of
obligations and to minimise contractual risk.
– Regulatory & Legal Monitoring – Ongoing monitoring of legal and regulatory developments across
jurisdictions to assess potential impacts on the business.
– Litigation Management – Active management of legal proceedings, including assessment of potential
exposures, provisioning where appropriate and regular reporting to senior management and the Board.
– Risk & Control Framework Integration – Inclusion of legal oversight within the Group’s principal
management framework, including escalation through GRC, GAC to the Board.
Operational risk (residual/overarching)
Key risk description
The residual risk of financial loss, disruption or reputational damage arising from failures in processes, systems,
people or external events that are not captured within the specific operational risk categories above.
Risk exposure and appetite
We are exposed to operational risk as a growth company operating in a highly regulated and technology-driven
environment. We have a low appetite for operational failures that could cause material financial, reputational, or
regulatory impact.
Risk profile
– Likelihood: Medium
– Time horizon: Ongoing
– Potential impact: Failures in processes, systems or people could result in financial losses, business disruption or
reputational damage. While individual events may be contained, systemic issues could have broader operational
and financial implications.
– Circumstances/triggers: This risk may crystallise through breakdowns in internal processes, system failures,
human error or external events. It may also arise where risks are not fully captured within specific operational risk
categories or where multiple risk factors interact.
Key mitigations and controls
We manage operational risk through:
– Process & System Controls – Automating key processes, optimising workflows, and implementing robust
ITsecurity measures.
– Incident & Risk Management – A structured incident response framework, continuous monitoring, and risk
escalation procedures.
– Regulatory Compliance – Regular audits, internal control reviews, and staff training to reinforce risk awareness.
– Governance & Oversight – Active risk management by senior leadership and Board committees to ensure
resilience and accountability.
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27 – CMC Markets plc – Annual Report and Financial Statements 2026
Effectiveness of material controls
Preparation for Provision 29
Following publication of the revised
UK Corporate Governance Code,
the Group commenced a formal
programme during FY2026 to
enhance and further develop its
internal controls and assurance
framework in preparation for the
implementation of Provision 29,
which will apply to the Group from
the financial year commencing
1April 2026.
The programme forms part of the Group’s broader
ongoing focus on governance, operational resilience,
regulatory compliance and risk management
enhancement. The work has been undertaken with
support from external advisers and has included
the development of a targeted operating model,
assurance framework, controls testing methodology
and governance arrangements to support future
Boardreporting and disclosure requirements.
The Board and Group Audit Committee have
received regular updates throughout the year
regarding implementation progress, governance
enhancements, assurance activities and programme
milestones. Provision 29 training and awareness
sessions for Board members, senior management
and control owners have also formed part of the
implementationprogramme.
Phase Status Timing
Phase I
Principal risks and material
controls identified
Complete
Phase II
Key controls documented
andownership established
Complete
Phase III
Assurance framework
andcontrols testing
In progress
Phase IV
Board reporting and
disclosure readiness
FY2027
During FY2026, the Group completed a review
of its internal controls enhancement programme,
resulting in:
– identification of 44 material controls across the
Group’s principal risk categories; and
– documentation of 166 supporting key controls
designed to mitigate those risks.
The Group recognises that its control environment
continues to evolve alongside the evolution of the
business and its risk profile, and therefore maintains
an ongoing programme of review to ensure that
material and key controls remain appropriate and
effective.
The Group’s material controls span a broad
rangeof operational, financial and regulatory
areas,including:
– capital and solvency;
– liquidity and market risk;
– financial reporting and tax governance;
– technology resilience and information security;
– operational resilience and incident management;
– compliance and conduct risk;
– financial crime controls;
– client onboarding and transaction
processing; and
– third-party risk management.
Material controls framework
Our approach
CMC Markets has sought to adopt a proportionate
approach to Provision 29 which reflects:
– the scale and complexity of the Group’s operations;
– the nature of the Group’s principal risks;
– the Group’s existing governance framework; and
– the regulatory environment in which the
Groupoperates.
The Group’s work to date has focused on identifying,
documenting and enhancing those controls considered
most important in mitigating risks that could materially
impact the Group’s operations, financial reporting,
regulatory obligations, customers or long-term
sustainability.
The identification of material controls has been
informed by:
– the Group’s principal risks and Risk
AppetiteStatement;
– regulatory obligations across key jurisdictions;
– operational resilience and technology
riskassessments;
– financial reporting and tax governance processes;
– compliance, conduct and financial crime
frameworks; and
– existing internal assurance and governance activities.
The Group is taking a phased implementation approach
to support the orderly embedding of the framework
across the business.
28 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Material controls framework
The programme has also included:
– mapping material controls to the Group’s Risk
Appetite Statement;
– documenting ownership and accountability for
material and supporting key controls;
– developing governance and escalation
processes for control deficiencies and indicators
of ineffectiveness;
– enhancing evidential standards and
documentation requirements;
– refining governance reporting and management
information processes; and
– designing a future controls assurance
framework to support Board oversight and
annual effectiveness reporting.
In addition, the Group has continued to enhance
aspects of its wider operational and technology
control environment during the year, including
remediation of identified control observations,
enhancement of governance processes and
strengthening elements of the Group’s IT and
operational resilience framework.
The Group has commenced development
of a formal assurance framework to support
ongoing assessment of the design and
operating effectiveness of material controls.
The framework is intended to support a more
structured and consistent approach to controls
assurance across the Group and includes:
– targeted controls testing;
– mapping of existing assurance activities
across the Group;
– identification of assurance gaps and
remediation priorities;
– enhancement of management reporting
and escalation processes;
– alignment of internal audit activities with the
material controls framework;
– development of future management
attestation processes; and
– refinement of governance and oversight
arrangements across the three lines
of defence.
During FY2027, the Group intends to
continue maturing its controls assurance
capabilities through further testing, validation
and remediation activities across key
business areas. This will include continued
enhancement of the Group’s assurance
maturity, testing coverage and governance
reporting processes.
The Board recognises that effective risk
management and internal controls are
fundamental to the long-term sustainability
ofthe Group.
Oversight of the programme has been
led through the Group Audit Committee
and Executive Risk governance structure,
supported by senior management
and external advisers. The Group has
also continued to review governance
arrangements, committee reporting structures
and accountability frameworks to support
alignment with Provision 29 expectations.
The programme has also incorporated:
– Board and Executive Committee
trainingsessions;
– review of governance and committee
reporting structures;
– consideration of future subsidiary-level
control attestations;
– alignment of internal audit activities with
Provision 29 requirements; and
– enhancement of reporting and escalation
processes relating to material controls and
control deficiencies.
Governance and oversight
The Group will continue embedding and
enhancing its controls framework throughout
FY2027 in preparation for future reporting
requirements under Provision 29.
This work will include:
– ongoing enhancement of the material
controls framework;
– continued controls testing and
remediationactivity;
– further refinement of governance and
assurance processes;
– enhancement of management information
and reporting;
– integration of lessons learned from initial
testing activities;
– further development of management
attestation processes; and
– preparation for future Board effectiveness
assessments and disclosures.
The Board recognises that implementation of
Provision 29 is an ongoing process and remains
committed to maintaining a proportionate
and effective internal controls framework
appropriate for the size, complexity and risk
profile of the Group’s operations.
Looking aheadAssurance and testing
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29 – CMC Markets plc – Annual Report and Financial Statements 2026
Viability report
The UK Corporate Governance
Code requires the Directors to
provide a statement on the Group’s
viability, including how they have
assessed the Group’s prospects, the
period covered by that assessment,
and the reasons why that period has
been considered appropriate.
In accordance with Provision 31 of the UK Corporate
Governance Code, the Directors have assessed the
prospects of the Group over the three-year period to
31March 2029. This period is considered appropriate
as it aligns with the Group’s strategic planning horizon
and reflects the timeframe over which the Group expects
to deliver its strategic priorities, while taking into account
the inherent uncertainty in the operating environment.
The assessment has been performed with reference to
the Group’s business model and strategy, as described
on pages 10 to 13. The Group operates a scalable, multi-
asset platform that supports diversified growth across
products, client segments and geographies. Its strategy
remains focused on expanding platform and product
capabilities, scaling the institutional and B2B offering,
growing the investing proposition and maintaining
disciplined capital allocation and cost management.
The Directors have considered how these priorities
are expected to perform under a range of operating
conditions, taking into account market volatility,
client engagement, macroeconomic conditions and
regulatory developments, as outlined in the operating
environment section.
The assessment is supported by the Group’s three-year
financial forecasts, based on the Board-approved
plan. These forecasts reflect the expected delivery of
the Group’s strategic priorities, including continued
investment in platform and product innovation, further
diversification of revenue streams and the benefits of
scalable technology and infrastructure.
In assessing the resilience of the Group, the Directors
have considered the principal risks facing the business,
as set out on pages 22 to 27, together with the Group’s
capital and liquidity position, as described in the Capital
and financial risk management disclosures on pages
18 to 19. Particular consideration has been given to
risksrelating to market conditions, client activity,
technology and operational resilience, regulatory
change and financial risk.
The Directors have modelled a range of severe
but plausible downside scenarios, including
macroeconomic and idiosyncratic events, periods
of both higher and lower client activity, adverse
market movements, default by market participants
and operational or technology-related disruption.
These scenarios have been assessed through the
Group’s stress testing framework and form part of the
Group’s ICARA process, which supports the ongoing
assessment of capital and liquidity adequacy under
stressed conditions.
As part of this process, the Group considered capital
adequacy, liquidity resilience and wind-down planning
under severe but plausible stress scenarios, including
reduced client activity, heightened market volatility,
operational disruption and adverse regulatory
developments. The assessment demonstrated that
the Group maintained appropriate capital and liquidity
resources throughout the stress period, while remaining
within regulatory requirements and internal risk
appetitethresholds.
The Directors also considered the mitigating actions
available to management, including cost reductions,
reprioritisation of investment, optimisation of liquidity
usage and the reduction of exposure limits. The
Directors concluded that these actions, together with
the flexibility inherent in the Group’s scalable operating
model, would provide additional resilience under
stressed conditions.
In performing the assessment, the Directors have
taken into account the Group’s strong capital position,
robust liquidity and diversified business model, which
support resilience across a range of market conditions.
This is further supported by access to diversified
funding sources, including the introduction of a
commercial paper programme and the achievement
of an investment grade credit rating during the year,
enhancing financial flexibility and supporting the
efficient management of liquidity under both normal and
stressed conditions.
The proposed establishment of a European Medium
Term Note programme has not been reflected in the
impact of the modelling performed for the current viability
assessment. The Directors expect the programme,
once established, to provide an additional source of
funding flexibility and it will be taken into account in future
assessment periods, where appropriate.
Based on this assessment, the Directors have a
reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they
fall due over the three-year assessment period to
31March 2029.
Going concern
In assessing going concern, the Directors have
considered the Group’s current financial position,
forecast performance and principal risks that could
affect its ability to continue in operational existence
for at least 12 months from the date of approval of the
financial statements.
The assessment has been based on the Group’s latest
Board-approved budget and financial forecasts, which
incorporate expected trading performance across a
range of market conditions, the anticipated contribution
from the Group’s diversified product offering and
continued investment in platform and technology.
The Directors also considered downside scenarios
relevant to the going concern assessment, including
lower client activity, adverse regulatory developments
and operational disruption. The assessment confirmed
that the Group maintained appropriate liquidity and
capital headroom under stressed conditions, supported
by ongoing stress testing and the ICARA process.
In performing this assessment, the Directors have
taken into account the Group’s strong capital position,
high levels of liquidity, limited drawn external debt and
access to committed facilities, where appropriate.
The Directors have also considered the Group’s
diversified funding sources, including the commercial
paper programme and the proposed European
Medium Term Note programme, which provide
additional flexibility in managing capital, liquidity and
funding requirements. While the proposed European
Medium Term Note programme has not been reflected
in the current viability modelling, it has been considered
qualitatively in the going concern assessment as a
potential future source of additional funding flexibility.
The Group continues to operate with appropriate
headroom above its regulatory capital requirements.
Having considered the above, the Directors have
a reasonable expectation that the Group has
adequate resources to continue in operational
existence for the foreseeable future. Accordingly, the
financial statements have been prepared on a going
concern basis.
Lord Cruddas
Chief Executive Officer
15 June 2026
30 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Section 172 statement
Relationships with
stakeholders
At CMC the Board recognises that
sustainable long term success
depends on understanding,
balancing and responding to
the interests of its stakeholders.
When taking key decisions, the
Board considers the likely impact
of those decisions on different
stakeholder groups, informed by
ongoing engagement, management
reporting and relevant feedback.
More information on our engagement with stakeholders
and the outcomes over the financial year under review
is included on pages 33 to 34.
The Directors are mindful of their duty under Section
172 of the Companies Act 2006 (“Section 172”) to act in
a way which they consider, in good faith, is most likely to
promote the success of the Company and its members
as a whole and, in doing so, consider the matters set out
in Section 172 at each meeting. This includes, amongst
other things, having regard to wider stakeholder
interests when making decisions and considering the
interests of the various stakeholders.
Our stakeholders:
Shareholders
People
Local community/charities
Environment
Suppliers
Regulators
Clients
Section 172 considerations
Likely long-term consequences
Employee interests
Relationships with customers,
suppliersand others
The impact on the community
andtheenvironment
Maintaining reputation for high standards
ofbusiness conduct
Acting fairly between members of the Group
Overview of the Board Decision Making Process
Board
information
Board strategic
discussion
Board decision
– Review key
commercial financial
performance
information
andforecasts.
– Assess and discuss
operational metrics
and key performance
indicators relating
to business
outcomes and
stakeholder measures.
– Evaluate
management’s
risk assessments
against the Enterprise
Risk Management
Framework and
associated risk
mitigation strategies.
– Analyse the customer,
market and regulatory
trends and the
competitor landscape.
– Receive updates on
regulatory, compliance
and legal matters.
– Define the Group:
strategy, structure,
operational objectives
and long-term goals.
– Consider growth
strategies including
expanding the
business into new
jurisdictions and
commercial areas
or developing new
strategic partnerships.
– Allocate Group
resources to achieve
the designated Group
strategic outcomes.
– Consider the
objectives and
desired outcomes of
stakeholder groups.
– Assess technological
developments that
arise both internally
and externally and how
these developments
can be leveraged to the
benefit of stakeholders.
– Approve material
investments, financial
plans and budgets,
capital expenditure,
strategic initiatives and
changes in the Group
structure or operation.
– Review and agree
changes to corporate
policies, governance
arrangements and risk
and control structures.
– Oversee Group
succession plans,
key Board and
management
appointments
and Executive
remuneration.
– Determine dividend
payments and other
mechanisms to return
value to shareholders.
– Approve external
financial reporting and
key announcements
tothe markets.
Strategic report Governance Financial statements Shareholder information
31 – CMC Markets plc – Annual Report and Financial Statements 2026
Key decisions
The key matters, and their impact on stakeholder interests, considered
by the Board and/or management during the year are set out below:
Investment in new business
opportunities
The Board continued to oversee
investment in new business opportunities
aligned to the Group’s strategy of
diversified, scalable growth. This included
ongoing investment in the Group’s
proprietary technology platform and the
development of new products and
capabilities designed to enhance client
experience, broaden distribution and
support long term revenue diversification.
Inconsidering these opportunities, the
Board focused on disciplined capital
allocation, strategic alignment and
adherence to regulatory and conduct
standards and closely monitored
executionprogress and scalability
againstinvestment criteria.
Our stakeholders:
Section 172 considerations:
Operational efficiency and
organisational frameworks
The Board approved and oversaw
initiatives to enhance operational efficiency,
capital effectiveness and organisational
clarity. This included oversight of an entity
restructuring programme to simplify the
Group’s legal structure, improve capital
efficiency and align the Group entities
with the operating model. The Board also
monitored near shoring activity in Poland
and offshoring activity in India and the
introduction of a global role hierarchy
framework, a people focused initiative
establishing a standardised role structure
with defined competencies to support
consistency, transparency, scalability and
effective governance across the Group.
Risk management page 20
Our stakeholders:
Section 172 considerations:
New partnerships
The Board reviewed and supported the
progression of strategic partnerships that
support capital-efficient growth and the
expansion of the Group’s B2B offering.
This included an expanded mandate
with Westpac, building on a longstanding
relationship, with integration planning for
the expanded partnership underway.
The Board also provided oversight of
additional partnerships at earlier stages
of development, ensuring appropriate
governance and controlled execution.
Our stakeholders:
Section 172 considerations:
Dividend
The Board considered appropriateness of
the current dividend policy. There are no
changes to the existing policy. The Board
therefore proposed the final dividend for the
year, subject to approval by shareholders,
of 8.3 pence per Ordinary share.
Our stakeholders:
Section 172 considerations:
Sustainability strategy
andtargets
The responsibility for sustainability
including climate related risks and
opportunities has transitioned to the Head
of the Office of the COO. This provides an
opportunity to refresh our sustainability
governance arrangements, enhance our
climate risk management procedures,
and review our targets and approach to
achieving our climate related objectives
over the coming year. Further information
is provided in the Sustainability section on
pages 35 to 44.
Sustainability page 35-44
Our stakeholders:
Section 172 considerations:
Please also refer to the Group’s strategy and business model which are described throughout our Strategic report, our Risk management section (pages 20 to 30),
our Sustainability section (pages 35 to 44) and our Corporate governance report (pages 50 to 57 ) for further information.
Section 172 statement continued
32 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Stakeholder engagement
Why we engage
Understanding the needs of our
diverse client base is central
to how we shape and prioritise
our platform development.
Whether serving retail investors
seeking accessible savings
and investment solutions,
professional traders, or
institutional partners, our
approach is informed by their
expectations. We monitor active
client numbers across trading
and investing as non-financial
KPIs, and platform reliability
serves as a key measure
of our ability to meet client
needs. Consumer Duty further
emphasises the importance of
delivering positive outcomes
forretail clients.
How we engage
Engagement with clients is
managed through our service,
sales, and product teams. The
Consumer Duty programme
brought greater structure to this
process. For institutional and
API partner clients, relationship
and platform integration teams
drive engagement as we expand
our Platform Technology as a
Service offering. Our Trustpilot
score (page 15) at period end
provides a transparent indicator
of client satisfaction.
Board oversight
The Board plays an active
role, receiving updates on
client feedback, platform
performance, and Consumer
Duty progress. Material issues
are escalated to the Board,
with a focus on improving
clientoutcomes.
Outcomes
Enhancements resulting
fromConsumer Duty
reviews, improved retail
client outcomes,Institutional
engagement confirmed
sustained demand for our
platform, underpinning
continued investment in
digital asset infrastructure
and supporting our
strategicevolution.
Why we engage
Our colleagues are at the
heart of our business and
crucial to delivering value for
stakeholders. The People pillar
of our sustainability framework
demonstrates the Board’s belief
that the treatment of employees
directly influences our ability to
attract and retain talent. Recent
changes to our operating model,
including near-shoring in Poland
alongside increased existing
offshoring arrangements,
haveintroduced new
challengesrelating to fairness,
consistency and communication
across an increasingly
dispersedworkforce.
How we engage
Employee engagement is driven
through multiple channels.
HR regularly presents to the
Nomination Committee, ensuring
that employee perspectives,
survey results and workforce
trends inform Board-level
decisions and governance.
Although a designated Non-
Executive Director for workforce
engagement, as recommended
under Code Provision 5, was not
appointed this year and remains
under review, structured HR
reporting ensures employee views
are represented. Engagement
is measured annually via
independent surveys and tracked
as a non-financial KPI (page 15).
Board oversight
The Nomination Committee
receives regular updates
onpeople metrics,
engagementoutcomes,
operating model developments
and succession planning,
monitoring the effects of
structural changes such as
near-shoring on workforce
stability, our newly implemented
global role hierarchy framework
and our culture. The Board
oversees senior appointments,
clarity of role frameworks
and people-related strategic
decisions. Efforts continue
to restore compliance with
Code Provision5 regarding
a designated Non-Executive
Director for workforce
engagement.
Outcomes
HR reporting has informed
Board oversight of operating
model changes. A corporate
role hierarchy framework
was developed in response
to feedback on career clarity.
Colleague engagement rose
to61% in the current year (page
15), recovering from 57% the
previous year.
Why we engage
Our capacity to operate, expand,
and launch new products is
fundamentally connected
to maintaining trusted and
transparent relationships with
regulators in every jurisdiction
we serve. As the Group’s entity
structure and geographical
footprint have developed, robust
regulatory engagement has
become vital for both operational
resilience and achieving our
broader strategic aims.
The own funds requirement ratio
(see page 14) demonstratesour
capital strength relative to
regulatory standards and
provides a directmeasure
of our compliance with
prudentialobligations.
How we engage
We engage in open and active
dialogue with regulators to
assist their understanding of our
business and how we protect
our clients and deliver good
customer outcomes. We seek
to meet the expectations of our
regulators through upholding
high standards of regulatory
compliance and aligning our
interests with those of our clients.
Our intention is to establish
strong relationships with our
regulators as a responsible
participant in the markets in
which we operate.
Board oversight
The Board and Group Risk
Committee receive structured
updates on engagement with
regulators. The Group Risk
Committee oversees regulatory
risk and engagement. The Board
approves ICARA submissions,
contingency plans, and
governance actions requiring
regulatory approval. The own
funds requirement ratio (page 14)
is reviewed as a key measure of
regulatory compliance.
Outcomes
During the year the Board
monitored the progress
of a number of regulatory
consultations and guidance
documents and engaged with
management on its actions to
update or adapt our procedures
and practices where appropriate
in response. The Board agreed
the additional steps or resources
as required to address regulatory
requirements and provided
oversight of action plans to close
audit or compliance matters
raised by regulators.
Sustainability pages 35-44
Clients People Regulators
Strategic report Governance Financial statements Shareholder information
33 – CMC Markets plc – Annual Report and Financial Statements 2026
Why we engage
The reliability of our suppliers’ services and
technology is fundamental to the reliability
we deliver to clients. Suppliers responsible
for critical or outsourced functions are
expected to demonstrate the same
standards of integrity and accountability as
our own business. Regulatory obligations,
particularly those from the European
Banking Authority, require us to manage
third-party dependencies diligently. By
engaging with suppliers of critical services,
we maintain compliance, address risks
proactively, and reinforce our reputation
for ethical conduct. These relationships
foster mutual value, innovation, and
long-term resilience, ensuring our supply
chain adapts to industry changes while
maintaining quality and trust.
How we engage
Our supplier engagement follows a
structured onboarding and categorisation
process, tailored by the criticality and risk
of each service. All business partners
follow a mandatory procurement process
to review the external market and complete
a robust evaluation of all available options.
Once a supplier is appointed, regular direct
engagement between the business owner
and supplier is maintained through our
Supplier Management Programme (which
sets out how we interact with our suppliers
and vendor management). As part of the
procurement process, all suppliers are
categorised according to how critical
the service or goods provided are to the
Group’s ability to service its clients. This
categorisation determines the frequency
of interaction and level of engagement
between CMC relationship owners and
thesuppliers.
Board oversight
The Board oversees material third-party
arrangements, such as approving
the outsourcing contract. Day-to-day
management is handled by the Executive
team, with escalation to the Board for
significant issues.
Outcomes
Board approval of the outsourcing
contractformalised a significant
third-party relationship.
Our considered approach also allows us
to treat vendors with respect and prioritise
collaboration and value generation to
mutually benefit all parties, whilst remaining
compliant with all relevant regulations.
Our average time to pay invoices is in line
with our standard supplier payment terms
of 30 days. This ensures that all suppliers
are treated fairly and receive payment
for services or goods provided ina
timely manner.
Why we engage
Shareholders are the source of long-term
capital that enables us to pursue strategic
initiatives, invest in technology and drive
growth. Understanding shareholder
expectations and ensuring that Board
decisions are made with the interests of
all members in mind, we strengthen our
relationship with our shareholder base
How we engage
Engagement with both current and
potential shareholders is ongoing
throughout the year. Executive Board
members regularly outline the Group’s
strategy and performance and invite
feedback on these and other matters. We
provide updates through half and full-year
presentations, the Annual Report and
Financial Statements, the Annual General
Meeting and dedicated investor content on
our website. The Chairs of the Board and
its Committees remain available to meet
major shareholders.
Board oversight
Shareholder feedback and significant
changes in the shareholder register
are reported to the Board and inform its
decisions. The Board reviews dividend
proposals, capital allocation and new
funding instruments, including the
commercial paper programme, in light of
the Group’s investment needs.
Outcomes
The Board reviews shareholder
feedbackfollowing major announcements.
The launch of the commercial paper
programme and attainment of an
investment grade rating underscore
ourcommitment to financial strength.
Governance pages 46-96
Suppliers Shareholders
Stakeholder engagement continued
34 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Sustainability
Our Sustainability ambition
We are committed to acting responsibly in delivering our purpose: empowering
investors to achieve their trading and investing goals. A fundamental part of
this commitment is ensuring sustainable and responsible practices. By doing
so, wecreatevalue not only for our shareholders but also for our customers,
employeesand wider stakeholders.
As part of this commitment, we continue to focus on our three key sustainability pillars. These three key
pillars define our sustainability strategy and ensure that we remain concentrated on what matters most to
our business:
– Platform and proposition – Providing a secure platform to enable customers to invest with confidence
and in alignment with their sustainability values.
– People – Creating a diverse, inclusive and high-performing workplace that enables our employees
to thrive.
– Planet – Managing our environmental impact and integrating sustainable practices into ouroperations.
These three pillars underpin our approach to responsible business, guiding our decision-making and
ensuring that we continue to operate in a way that is sustainable, ethical and aligned with our long-term
strategic goals.
UN SDG targets
Our ESG strategy aligns with several United Nations Sustainable Development Goals (UN SDGs), and we have
highlighted these connections throughout the following pages where relevant.
4.4
4.4
4.4
4.4
4.4
4.4
4.4
4.4
4.4
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4.4
4.4
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4.4
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People Planet
Platform and Proposition
Strategic report Governance Financial statements Shareholder information
35 – CMC Markets plc – Annual Report and Financial Statements 2026
Platform and proposition
Client care and protection
Our clients are the core of our business and CMC
acknowledges the presence of risks and potential
financial losses associated with our products and
their potential impact on our clients. Whether on
our trading or investment platforms, we believe that
informed decision-making is the key to achieving
financial success.
We offer a comprehensive suite of educational
resources, including online materials on our Learning
Hub and our Sessions podcast, to help customers
understand financial products and determine what is
suitable for their needs. In FY26, we were recognised
for Best Spread Betting & CFD Educational Tools by
theADVFN International Financial Awards 2025.
We further maintain strong product governance and
customer onboarding to ensure customers that invest
in our products have demonstrated they understand
these products. We do not make decisions on behalf
ofour customers. In line with the FCA’s Consumer Duty
Regulation, CMC analyses and reviews the retail client
journey to determine whether our clients are receiving
good outcomes. This involves providing evidence
that we are acting in good faith, avoiding causing
foreseeable harm and enabling clients to pursue their
financial objectives. Our Consumer Duty programme
is anchored across the culture of the organisation.
Primary oversight remains with subsidiary Boards,
with key matters escalated to the Group Board where
appropriate. The Good Client Outcomes Committee
continues to provide oversight and challenge across
Consumer Duty matters.
Sustainable investment
We have continued to actively enhance our sustainable
investment capability during the year by improving
the information and tools available to clients who
wish to incorporate sustainability considerations
into their investment decisions. Clients on the CMC
Invest UK platform can access ESG data and
screening functionality to support their assessment
ofinvestmentopportunities.
We also continued to develop CMC Aureon, our
thematic research and content proposition, which
provides insight across a range of long-term structural
themes, including sustainability-related areas such
as clean energy, carbon transition, solar, wind, water
and sustainable foods. Supported by a multi-channel
content ecosystem including a website, newsletter,
magazine, podcast, social media and events, CMC
Aureon helps clients engage with themes linked
to sustainability and innovation. We are currently
integrating CMC Aureon into the CMC Invest app
to bring relevant research closer to execution and
investment in associated assets.
Information security and
dataprotection
We manage significant amounts of sensitive data
relating to our customers, products and business
operations, and have recognised this as part of our
principal risks. Protecting this information is critical
tomaintaining customer trust and encouraging
business continuity.
Our Privacy Policy explains how and why we collect
personal data, and how that information is maintained
and used. Data privacy teams aim to mitigate risks and
create a global framework for data privacy-compliant
business operations. The team helps to train our
employees to handle data responsibly and with clear
accountability. It safeguards the Group by providing
data privacy risk assurance and compliance with
relevant data laws globally. During the reporting period,
25 data subject access requests were fulfilled within
regulatory timeframes, and no data breaches were
reported to regulators. Further information on our key
mitigations and controls in this area can be found in our
Principal risk sections on page 26.
Platform uptime
99.98%
Our ongoing investment
in technology and
infrastructure supports
reliable market access
for clients when they
need it most.
UN SDG targets
Our approach
We provide a range of products and services
to empower individuals to trade and invest with
confidence. Our goal is to support customers
in achieving their financial objectives, whether
through short-term trading or long-term wealth
building. Offering a secure platform that places
client protection at the forefront remains a
priority. We also aim to continually evolve our
range of investment products and platforms
to provide our customers with more options
to direct their investment capital to assets that
align with their sustainability values.
FY 2026 highlights
– Recognised for Best Spread Betting &
CFD Educational Tools by the ADVFN
International Financial Awards 2025.
– Continued development of CMC Aureon, a
thematic research and content proposition
that allows clients to engage with
sustainability-related themes.
Sustainability continued
36 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Anti-bribery and corruption
We aim to maintain the highest standards of openness,
honesty, integrity and accountability across the
Group. As such, we have a zero-tolerance approach
toward bribery and inducements. We renewed our
Anti-Bribery and Corruption policy, which applies to
all our global staff, in 2025 and will review this again
next year. Thispolicy is overseen by the Group Head
of Financial Crime and is enforced by the financial
crime team and compliance officers across our offices
worldwide. Inaddition to this policy, we provide clear
guidelines to our staff regarding other important areas
such as politically exposed persons (“PEPs”), gifts,
entertainment, and expenses.
To ensure transparency and accountability, we have a
Whistleblowing policy that allows any member of staff
to anonymously raise concerns related to bribery or
corruption. This policy was reviewed in 2025 and will be
reviewed again this year. We take all concerns seriously
and investigate them promptly and thoroughly through
a structured and impartial process, with appropriate
safeguards in place to protect whistleblowers from
retaliation. Further information on Whistleblowing can
be found in our Governance section on pages 50 to 57.
People
Talent development and attraction
Training and mentorship
We continue to focus on providing an environment where
employees can develop their careers and prosper. We
believe by providing this, as well as an inclusive and
rewarding environment, we create the high-performance
culture that underpins our strategy. All colleagues have
access to development tools, including:
– LinkedIn Learning;
– PluralSight;
– Intuition; and
– CBT Nuggets.
We also deliver learning events such as Lunch and
Learns and host guest speaker events on high-
demand topics throughout the year. Many employees
also undertake structured training across a range
of professional qualifications to support their career
progression. This year, we will continue to sponsor
professional qualifications and focus on driving
awareness and adoption of our specialist learning tools.
We also operate a number of successful mentoring
programmes to support colleagues’ development
and growth.
Supporting performance through
leadershipdevelopment
In the coming year, we will focus on:
– conducting two cycles of line manager training,
tailored separately for both officer-level and non-
officer level staff, which will include improvement
of manager capability to conduct effective
performance conversations;
– reviewing the training we offer and improving
awareness of this amongst employees;
– introducing manager toolkits to ensure HR
processes are being followed; and
– exploring leadership development programmes,
including executive coaching for Executive
Committee members.
Compensation
Our pay and benefits package is comprehensive and
regularly benchmarked to ensure it remains attractive.
As an investment business, share ownership is core to
our culture and we encourage all colleagues to become
shareholders through a tax-efficient Share Incentive
Plan. We also offer share awards for Executive Directors
and senior managers under the Long-Term Incentive
Plan to reward long-term commitment.
Colleague engagement score
61%
Talented and engaged
colleagues are
fundamental to CMC’s
success, and we
continue to invest in
attracting, developing
and motivating our
people to support
long-term growth.
UN SDG Targets
Our approach
We maintain a strong focus on developing and
empowering our people, providing them with
the support and opportunities needed to reach
their full potential. We foster an engaging and
inclusive workplace where talent is recognised
and valued. Our success is driven by the
expertise and dedication of our people, who
embody our values and deliver exceptional
service across the business.
FY 2026 highlights
– 49% of our employees provided ethnicity
data compared to 47% in FY25.
– Global gender balance has increased from
29% to 30% this year.
Strategic report Governance Financial statements Shareholder information
37 – CMC Markets plc – Annual Report and Financial Statements 2026
Sustainability continued
People continued
Diversity and inclusion
We recognise that a diverse workforce fosters
innovation and creativity, and diverse teams are more
likely to generate a wider range of ideas, challenge
conventional thinking, and offer unique solutions
to problems. Our Equal Opportunity Policy, Board
Diversity Policy, and Diversity and Inclusion Statement
and Policy set out our approach to diversity and
inclusion. CMC is proud to have employees of many
different ethnicities across our 15 offices. In FY26, 49%
of our employees provided ethnicity data compared to
47% in FY25.
We continue to ensure equality of opportunity for
disabled applicants and employees and make
reasonable adjustments to support employees
and candidates where required. Our offices are
designed to be accessible, with step-free access,
appropriately positioned entry points, and accessible
facilities. Health and safety procedures are also in
place to support individual needs, including tailored
evacuation arrangements and the consideration of
medical requirements where relevant. Adjustments
are assessed on a case-by-case basis to ensure
appropriate support is provided, depending on the
individual circumstances.
We are further committed to increasing the number of
women at all levels within CMC Markets. We ensure
that all our policies and processes mean that our
staff have the same opportunities throughout the
employee lifecycle, from recruitment and training
through to progression. This includes continually
reviewing and strengthening our recruitment and
assessment practices to promote fairness, consistency
and inclusivity. We aim to mitigate bias and support
equitable hiring decisions through:
– structured interviews;
– diverse hiring panels; and
– objective evaluation criteria
We have formalised our commitment to gender
diversity by becoming signatories of the Women in
Finance Charter. We actively support our colleague
network, Women in CMC, and participate in initiatives
to attract more women to the profession including
dedicated networking and recruitment events such
as Women in Broking. In the ANZ regions, we have
an ongoing partnership with Women in Banking
and Finance to collaborate on critical discussions
regardinggender parity and the tangible benefits
ofadiverse workforce.
We recognise that we do not currently meet the
diversity targets set out by the Listing Rules. However,
we remain focused on ensuring that diversity is a key
consideration in Board appointments, while maintaining
the right balance of skills and expertise. Our global
gender balance has increased from 29% to 30% this
year, and we have 34% female representation at the
Non-Executive Director Level.
31 March 2026
Women Men
Directors 2 (29%) 5 (71%)
Senior Managers 14 (25%) 42 (75%)
Company 326 (30%) 775 (70%)
Human rights and modern slavery
We uphold ethical business practices and continue
to deliver on our commitment to promote and protect
recognised human rights principles across our
employees, contractors and suppliers. Our Anti-
Slavery policy reflects our zero-tolerance approach to
modern slavery and human trafficking, supported by
robust controls in place to prevent breaches across
our operations and supply chain. The Modern Slavery
Working Group oversees the effectiveness of our
controls and supports continuous improvement.
Enhanced
organisational
structure and
career
development
During the year, the Group implemented a
global corporate structure designed to provide
greater clarity, consistency, and transparency
across roles and responsibilities. This initiative
has helped employees better understand
organisational levels, career pathways, and
progression opportunities within the company.
A key feature of the new approach is that it
supports both management and technical
career tracks, enabling employees to develop
in line with their strengths and aspirations. It
also provides clearer progression pathways,
particularly at junior levels, allowing for more
structured and timely career advancement.
From a business perspective, the enhanced
structure has improved alignment across
regions and functions, strengthened
accountability, and supported more effective
workforce planning. It has also enabled more
effective identification and development of
talent, contributing to a more engaged and
future-ready workforce.
This initiative reflects our ongoing commitment
to investing in our people and creating a
transparent and supportive environment for
long-term career growth.
We have assessed the risk of modern slavery to be
low, with the largest exposure to possible risks being
in our supply chain. Nonetheless, we carry out due
diligence on all new suppliers, agents, consultants
and contractors throughout our supply chain. During
the year, we have strengthened our supplier due
diligence processes, including risk-based screening
of new suppliers and ongoing monitoring of existing
suppliers through adverse media checks performed
by our Financial Crime Team. HR also annually review
the supplier Living Wage to ensure that suppliers meet
thestandards we set for ourselves.
Responsibility for identifying and reporting modern
slavery risks remains embedded across the
organisation. Employees receive mandatory training
to help them identify and mitigate risks. Additionally, as
part of our recruitment process, we conduct thorough
eligibility-to-work checks to safeguard against human
trafficking and ensure compliance with employment
regulations. Our Whistleblowing Policy also encourages
employees to report any concerns about any form
of actual or suspected wrongdoing, including those
related to modern slavery and human trafficking.
Community
Community engagement remains a core commitment
for CMC with regionally led programmes of activity
supporting a range of causes. This year, total donations
to charitable causes by the Group was £172,000.
This included donations to charities such as Youth of
the Streets in Australia, which provides support for
young people facing homelessness, and the Special
Reconnaissance Regimental Association, a charity
that provides welfare support for serving and former
members of the Special Reconnaissance Regiment
and their families. See our case study to learn more
about our focus this year.
38 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Empowering
young futures
CMC Markets continues to
empower employees to engage
with the community around them,
with a focus on empowering
young people through education
and access to employment.
Making the Leap Careers Fair
This year, CMC Markets proudly supported the
Making the Leap Careers Fair 2025 in partnership
with The Peter Cruddas Foundation. The event
brought together leading employers and young
jobseekers aged 16-30, creating meaningful
opportunities to connect emerging talent with
careers across sectors such as finance, law, and
media. Through access to live vacancies, mock
interviews, professional networking, and LinkedIn
training delivered by the CMC Markets Talent
Team, the fair aimed to bridge the gap between
education and employment to support greater
social mobility.
Chapter One
In the UK, we continued our partnership with
Chapter One, which focuses on improving literacy
outcomes for children from disadvantaged
backgrounds. Employees volunteer 30 minutes
each week to provide one-on-one online reading
support to primary school pupils aged five to seven.
The programme is flexible and supported by
structured materials and training, enabling
volunteers to build consistency and confidence
with the same child over time. By supporting early
literacy, this initiative helps improve children’s
confidence and learning outcomes, while providing
a meaningful opportunity for employees to give
back to the community.
Youth Off The Streets
CMC in Australia is proud to partner with Youth
Off The Streets, our primary charity partner,
supporting vulnerable young people to access
education, housing and essential support
services. In 2025, this partnership contributed to
meaningful outcomes across New South Wales
and Queensland, helping more than 3,400 children
and young people access safety, stability and
opportunities for a brighter future. Our people
played an active role in supporting this partnership,
volunteering at key events including the Youth Off
The Streets student gala and participating in annual
giving initiatives. Together, we are helping to create
safer pathways and long-term positive change for
young people experiencing disadvantage.
Harding Miller Education
Foundation
CMC also supported the Harding Miller Education
Foundation by sponsoring a scholarship for a
high-potential student facing socioeconomic
barriers. Through access to tutoring, technology
and mentoring, it has been encouraging to see the
recipient’s academic performance improve over
the year, demonstrating the impact of targeted
educational support.
Strategic report Governance Financial statements Shareholder information
39 – CMC Markets plc – Annual Report and Financial Statements 2026
Planet
CMC recognises that climate change presents far-
reaching and systemic challenges for both businesses
and society. As a global organisation, we understand
our responsibility to minimise our own impacts on
climate while strengthening the long-term resilience of
our operations.
In 2025, we experienced organisational changes
which required us to realign climate-related roles and
responsibilities within the business. We are now taking
this opportunity to reassess our approach to climate,
including refreshing our climate governance structure,
updating climate risk management procedures and
revisiting our targets and approach towards meeting
climate goals. We remain committed to identifying,
managing and responding to climate-related risks and
opportunities as we continue to embed climate into our
strategic decision-making.
In accordance with Listing Rule 6.6.6(8)R, we have
complied with 9 out of the 11 of the TCFD recommended
disclosures. Where we are partially compliant or not
compliant (recommendations 1 relating to Governance
and 9 relating to Metrics and Targets), we explain
our position and forward-looking plan in the relevant
sections. As we formalise our approach to climate, we
will update our disclosures in the next reporting cycle to
address the existing gaps. Our TCFD disclosures are
also in accordance with the Climate-related Financial
Disclosure requirements contained in section 414CB of
the Companies Act 2006 and include disclosures that
meet the requirements of the Streamlined Carbon and
Energy Reporting (“SECR”) regulation as defined by
the Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations
2018. We will continue to refine our approach to build
resilience against the potential physical and transition
risks of climate change whilst also identifying ways to
reduce the Group’s impact on the planet.
Task Force on Climate-related Financial Disclosures
Planet
UN SDG targets
Our approach
During the year, we began refreshing our
climate governance approach, including
ongoing enhancements to sustainability
oversight and climate risk management.
Responsibility for sustainability transitioned
to the Office of the COO to support stronger
integration into strategic and operational
decision-making.
FY 2026 highlights
– Transitioned to Watershed for enhanced
carbon reporting
– Continued focus on climate-related
compliance and emissions reporting
Governance
Board’s oversight
The Board continues to have ultimate oversight over
climate-related matters. In the past, we had four Board-
level Committees with individual responsibility for
climate-related matters, namely the Audit Committee
(independent oversight of TCFD reporting), the
Risk Committee (reviewing risks, including climate-
related risks), the Nomination Committee (monitoring
of sustainability knowledge through appointment
processes and training) and the Remuneration
Committee (evaluation of performance against
sustainability-related objectives). During FY26, the
Group underwent changes in committee membership
and sustainability ownership, which resulted in a
period of reduced focus on formal climate governance
activities. While climate-related matters continued
to be considered through broader management and
risk processes where relevant, a formalised climate
reporting and target-monitoring framework was not
consistently maintained during the year.
To strengthen oversight and accountability, we are
updating our governance structure in FY27, with the aim
of clarifying roles, responsibilities and reporting lines
between management, relevant Board Committees
and the Board.
As part of this endeavour, we will establish a more
structured process for identifying, assessing and
reporting climate-related matters, with clearer roles
and responsibilities across management, the Group
Risk Committee, Executive Committee, Group Audit
Committee, Nomination Committee and the Board. The
framework will support the Board’s oversight of climate-
related risks, opportunities, targets and performance,
and their integration into strategy, risk management
and business planning.The process will also provide the
Board with relevant guidance in approving climate-
related targets and measuring progress against
those targets.
Management’s role
Day-to-day responsibility for managing climate-related
risks and opportunities has historically sat with the
Sustainability Committee, which included two Board
members (the Deputy Chief Executive Officer and the
Head of Asia Pacific), alongside other senior leaders
across the business. Following the organisational
changes, management responsibility for sustainability,
including climate, has shifted to the Head of Office
of the COO. During this transitional phase, the Head
of Office was informed about climate-related issues
on an ad-hoc basis through engagement with the
business through teams such as Procurement. in
FY27, The Group is establishing an updated process
for management to identify, assess and manage
climate-related matters. This will include setting up
a new Sustainability Committee, which the Head of
Office of the COO will Chair, as well as defining roles
and reporting within management which will enable the
Sustainability Committee to be informed on climate-
related matters and assess and manage them going
forward. The process will also cover responsibilities
around summarising and reporting key outputs to
the Board to ensure that climate considerations
are integrated into strategy, risk management, and
operational decision-making.
Strategy
Climate-related risks and opportunities and the
impact of these onour business
The Group identifies and assesses climate risks and
opportunities to understand their potential impact on
different areas of our business and strategy over the
short, medium and long term. These time horizons are
defined as short term (up to 1 year), medium term (1-10
years), and long term (over 10 years). As part of our
sustainability strategy refresh in the reporting period,
an updated climate risk assessment is planned to be
completed within the next reporting year.
We classify climate risks into:
– Physical risk: acute (e.g. floods, storms, heatwaves)
and chronic (e.g. rising temperatures)
– Transitional risks: arising from regulatory, legal,
market or reputational change
In order to address these risks and prepare to transition
to a low-carbon economy, we have set a target in
relation to our Scope 1, 2 and 3 emissions and taken
action to reduce our GHG emission and meet these
targets (see the Responses and Mitigation Plan table
and Targets section below).
UK colleagues participating in our
electric vehicle leasing scheme
37
40 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Key climate-related risks, their impact and responses:
Risk Type Potential Impact Time frame Response and mitigation plan Metrics
Policy and legal
Transitional As regulators and investors are demanding greater transparency of climate disclosures
and climate regulations are becoming more stringent, CMC could face higher costs,
fines or reputational damage.
Potential financial impact
– Increased operating costs, such as higher compliance costs in the form of resource
requirements.
– Fines or reputational damage in the case of non-compliance, reducing revenue.
– Potential impact on product restrictions offered on our platform, leading to a loss
of revenue.
Short to
medium term
– Monitor the evolving regulatory environment closely through our
compliance teams and wider governance structure.
– Adapt internal policies accordingly to ensure full compliance
andtransparency.
– Our wider governance structure and compliance team allow us
tomonitor compliance to ensure regulations are being followed.
Not currently
tracked.
Rising energy
costs
Transitional The risk of rising energy prices and unstable energy supplies could increase our costs
and disrupt ourservices.
Potential financial impact
– Increased costs to run business operations and outsourced data centres.
– Disruption to energy supply could result in the loss of technical services affecting
client relationships and trust in CMC’s platform, resulting in revenue loss.
Short to
medium term
Track our emissions and identify reduction opportunities through our
updated sustainability strategy.
Engage with suppliers and data centre partners to support a stable,
lower-carbon energy supply and assess opportunities to improve
energyefficiency.
– Scope
1, 2 and
3emissions,
global
emissions.
– Energy
consumption.
– Employee
intensity ratio.
– Net operating
income
intensity ratio.
Changing
customer
behaviour
Transitional There is a risk that our product/service offerings don’t align with evolving customer
preferences or that climate-related factors negatively affect the value of assets on our
platform, impacting revenues and profits.
Potential financial impact
– Reduced revenues and profitability linked to declining customer demand for our
platform as customers shift to competitors with more low-carbon offerings.
– Increased costs of R&D into products or services that support the low
carbontransition.
Short to
medium term.
– Track evolving customer expectations and align our product strategy
to support low-carbon investments.
– Ongoing product diversification of our product offering and client base
helps to hedge our risk exposure.
Not currently
tracked.
Strategic report Governance Financial statements Shareholder information
41 – CMC Markets plc – Annual Report and Financial Statements 2026
Risk Type Potential Impact Time frame Response and mitigation plan Metrics
Severe weather
events
Physical:
acute and
chronic
The risk of floods, storms, extreme heat and other weather events could cause damage
to infrastructure onwhich we are reliant, particularly our outsourced data centres,
disrupting operations.
Potential financial impact
– Revenue losses linked to outages or loss of technical services that affect client
relationships and trust in CMC’s platform.
– Increased costs through data service provision if providers are forced to invest more
in adaptation and resilience measures.
– Increased costs for energy in our supply chain (including outsourced data centres)
to keep equipment and premises cool.
Medium to
long term
– Considering sustainability factors in infrastructure planning, such as
selecting outsourced data centre partners (i.e. KAO Data).
– Monitor exposure across locations and suppliers.
Not currently
tracked.
Key climate-related opportunities, their impact and responses:
Opportunity Potential impact Time frame Response and planned actions
Climate-related
products and
services
Increasing client interest in the energy transition and sustainable investment presents an opportunity
tobroaden our product offering and attract new clients.
Potential financial impact
– Increased revenue from new clients that are attracted to the platform due to low-carbon
productofferings.
Medium term – Continue to monitor market trends and client demand to expand our range of
climate-aligned financial products.
– Integration of sustainability filters and climate-conscious options across our platforms.
– Enhance access to transition-related investment opportunities.
Resilience of our organisation
In 2023, we conducted a qualitative climate scenario analysis exercise across a 2°C and 3°C pathway. In a 2°C or
lower scenario, considering higher carbon prices, clients in the APAC and Canada region may reduce trading on our
investment platform as the economy adjusts given the region’s emphasis on heavy industry. High inflation may also
lead to increased staff overheads, and high interest rates may initially reduce trading activities if cash is preferred
as a more stable alternative to markets. Initial periods of high volatility and market instability may also temporarily
drive increased demand for cash liquidity within our institutional segment, while also increasing client activity on
ourtrading platform as clients navigate uncertainty.
In a 3°C scenario, more severe physical impacts could affect our data centre infrastructure and energy usage.
Economic growth slowdown in markets such as Australia may affect demand for our investing platform in the
medium to long term. While we do not currently model full climate scenarios, as we refresh our sustainability
strategy,including climate-related issues, we are looking to refresh our climate scenario analysis.
In 2023, the Group assessed the potential impacts of climate change on its financial reporting through a review of
climate-related risks and the scenario analysis detailed above. We apply a £5 million financial impact threshold, which
aligns with the Group’s risk appetite over non-financial disclosures. This assessment was performed across the
relevant time horizons for each identified climate-related risk. Based on the analysis undertaken, none of the identified
climate-related risks were expected to result in a financial impact exceeding this threshold. It was therefore concluded
that climate-related risks were not expected to have a material effect on accounting judgements or estimates, nor
a material impact on the Group’s long-term viability. Accordingly, no adjustments to the Financial Statements were
considered necessary, and the related financial disclosures remain consistent with the information presented herein.
We plan to refresh our climate risk assessment during FY27 to ensure we stay up to date on potential risks and
opportunities as these evolve. This will include an update of the financial impact assessment. Following the outcome
of this, we will report on any material impacts on our financial performance and position.
Task Force on Climate-related Financial Disclosures continued
Planet continued
Strategy continued
Key climate-related risks, their impact and responses: continued
42 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Risk management
Risk identification and assessment
In 2023, we conducted a comprehensive climate risk assessment with support from external consultants through:
– research, including on emerging regulatory requirements related to climate change, to enhance existing
knowledge on industry and geographical locations;
– mapping climate risks to our identified principal risks to better understand the interplay with our core
business risks;
– conducting internal interviews with stakeholders from departments across the business; and
– holding workshops with cross-functional individuals to assess the size and scope of each risk across each
time horizon.
In our assessment, we applied a risk assessment criteria which considered likelihood and financial impact. This
aligned closely to the Group’s risk evaluation matrices in order to enhance integration with the Group’s overarching
risk management systems and the judgements and estimates applied in our Financial Statements. The likelihood
assessment reflects the probability of the risk crystallising over the assessed time period, taking into account
industry and geographical considerations. The impact assessment reflects the potential financial losses incurred
if the risk were to be realised. This allowed us to prioritise the climate-related risks and opportunities and determine
which of these would be disclosed within the Group’s Annual Report, based on their materiality. As part of this
assessment, we used the stakeholder interviews and cross-functional workshops to determine whether to mitigate,
transfer, accept, or control these risks. Our responses and mitigation plans are captured in greater detail in the risk
and opportunity tables above.
We have performed a review of our risks and opportunities this year, with a more detailed exercise being planned for
the coming reporting period. This will allow us to enhance and update our understanding of the climate risks facing
our business, determine whether any changes to the materiality of the identified risks have occurred and develop
stronger monitoring capabilities for the identified risks.
Integration into overall risk management
Climate-related risks are not currently directly classified as principal risks, but are embedded within broader
principal risk categories, for example within our Compliance risk and Operational risk. At a regional level, certain
jurisdictions such as Australia have begun incorporating climate-related risks within local risk registers. As we evolve
our sustainability strategy and update our climate risk assessment, we will align our risk assessment criteria with our
current Enterprise Risk Management (“ERM”) framework.
Metrics and targets
Emissions summary
We currently measure our energy consumption as well as our Scope 1, 2 and 3 emissions.
– Scope 1: Relates to natural gas consumption in our offices for heating.
– Scope 2: Relates to electricity used in leased offices.
– Scope 3: Encompasses upstream and downstream emissions, including cloud services, business travel, waste
and employee commuting.
Calculation methodology
Our emissions for FY26 have been prepared by an external consultant and includes our emissions across all
our businesses, locations and subsidiaries. We calculate emissions in line with the operational control approach
using the GHG Protocol Corporate Accounting and Reporting Standard and the Corporate Value Chain (Scope
3). Emission factors have been selected based on government-recommended sources (e.g. DEFRA UK in the
UK). Incalculating our emissions, standard estimation methods have been applied. These differ depending on the
category of emissions, such as data centre electricity consumption, employee travel and waste. Where estimation
isused, this is with reference to government recommended sources and in line with industry standards.
Global energy consumption by location
Year ended
31 March 2026
(kWh)
Year ended
31 March 2026
(%)
Year ended
31 March 2025
(kWh)
Year ended
31 March 2025
(%)
UK 595,322 42% 1,715,174 89%
Rest of World 826,266 58% 214,322 11%
Total 1,421,588 100% 1,929,496 100%
Global energy emissions by location (total market-based)
Year ended
31 March 2026
(tCO
2
e)
Year ended
31 March 2026
(%)
Year ended
31 March 2025
(tCO
2
e)
Year ended
31 March 2025
(%)
UK 6,556 35% 4,094.0 35%
Rest of World 12,341 65% 7,442.4 65%
Total 18,897 100% 11,536.4 100%
Strategic report Governance Financial statements Shareholder information
43 – CMC Markets plc – Annual Report and Financial Statements 2026
Metrics and targets continued
Greenhouse gas emissions by scope
Sub-category Unit
Year ended
31 March
2026
Year ended
31 March
2025
Year ended
31 March
2015
(base year)
Scope 1: tCO
2
e 67.0 —* —*
kWh 222,268 —* —*
Scope 2: Market-based tCO
2
e 123.9 159.1 3,560.4
Location-based tCO
2
e 392.3 —** —**
Energy consumption kWh 1,199,310 1,929,496 5,940,440
Scope 3: Purchased goods and services tCO
2
e 14,041.8 7,823. 3 —
Fuel- and energy-related activities tCO
2
e 407.5 114.8 —
Upstream transportation and distribution tCO
2
e 97.7 37.9 —
Waste generated in operations tCO
2
e 7. 3 4.5 —
Business travel tCO
2
e 1,706.3 412.7 —
Employee commuting tCO
2
e 1,063.0 391.4 —
Upstream leased assets tCO
2
e 1,382.5 1,074 .1 —
Investments tCO
2
e 0.05 1,518.5 —
Total Scope 3 tCO
2
e 18,706.15 11,377.20 —***
Total emissions scope 1,2 and 3
tCO
2
e (market-
based) 18 ,897.1 11,536.4 3,560.4
tCO
2
e (location-
based) 18,110.5 — —
Net operating income £m 392.6 340.1 143.6
Headcount (as at 31 March) number 1,120 1,060 473
Intensity ratio (total global emissions/net operating income)
tCO
2
e/£m 48.1 29.5 24.8
Intensity ratio (total global emissions/employee) tCO
2
e/HC 16.8 10.9 7.5
Renewable % for electricity 77. 3% — —
* No Scope 1 emissions were calculated in the prior year and base year. This will be calculated going forward.
** No location-based emissions were reported in the prior year and base year. This will be calculated going forward.
*** Scope 3 emissions was not calculated during the base year.
Assumptions
The greenhouse gas emissions calculations are based on data provided by internal and external sources,
including our suppliers. We recognise that where we rely on data provided by third parties this may be incomplete
or inaccurate. Assumptions regarding emission factors and the scope of activities covered have been applied by
our external consultant aligned to recognised industry standards, ensuring accuracy and consistency in reporting.
Note that we changed providers in the current year and as such different estimation methodologies may have been
Task Force on Climate-related Financial Disclosures continued
Planet continued
applied, however this is in accordance with recognised standards. We plan to re-baseline in FY27 in line with our
updated methodology to improve comparability going forward.
Movement in the year
Overall emissions increased during the reporting period, despite reductions in Scope 2 and investment-related
emissions. The increase was partly driven by improved data quality and greater coverage of non-UK operations.
While energy consumption decreased in the UK, reported consumption increased in other regions due to enhanced
data availability. We remain committed to strengthening our data processes and controls to further improve the
accuracy and transparency of emissions reporting.
Scope 1
This year, we are reporting Scope 1 emissions following a change in methodology in line with the GHG Protocol and
industry practice. Our Scope 1 emissions reflect direct greenhouse gas emissions from sources that are controlled or
owned by CMC, such as boilers in our offices.
Scope 2
Our Scope 2 emissions and energy consumption decreased during the year. This movement reflects, in part,
the relocation of several offices to more energy efficient premises, as well as enhancements to our calculation
methodology, including improvements in underlying data and estimation approaches.
This year we are also reporting Scope 2 location-based emissions alongside our market-based emissions.
Weintend to continue reporting this metric going forward to support year-on-year comparability.
Scope 3
Emissions from purchased goods and services have increased by 79%. This is due to an increase in spend because
of continuing growth in our product offerings, as well as greater data availability which has resulted in spend from
an additional 21 countries being captured in calculations as compared to the prior year. Business travel emissions
have also increased in the current year, reflecting the increase in distance travelled during the period. Emissions from
upstream leased assets, which encompasses our data centres, have increased in line with increased utilisation of
data infrastructure to support business growth.
Targets
We remain committed to achieving net zero emissions (reducing emissions by 100%, as far as possible, with the use
of offsetting for any residual emissions that are not feasible to eliminate) by 2050, in line with government targets in
our two largest markets (the UK and Australia). This ambition covers Scope 1, 2 and 3 emissions and is measured
against our 2015 base year through our reported emissions and energy consumption metrics. We continue to retain
our interim target of remaining net zero in Scope 1 emissions by 2030. During the coming year, we intend to review our
targets and baseline methodology to ensure they remain appropriate and support meaningful comparison over time.
We are planning to establish a formal transition plan in the future. However, in the meantime we continue to:
– Engage with landlords and suppliers to encourage the use of renewable energy.
– Promote behaviour change among employees through initiatives such as electric vehicle salary sacrifice
schemes in the UK and Australia.
– Support our suppliers’ transition strategies through regular engagement.
– Embed sustainability considerations into the selection process for new offices.
Climate-related metrics are not currently linked to incentive schemes and KPIs for Board members, executives or
employees and are therefore not included in CMC’s approach to determining remuneration. This position is kept
under regular review in line with evolving expectations, regulatory developments and risk assessments.
44 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Non-financial and sustainability information statement
Set out below is the information required by Sections 414CA and 414CB of the Companies Act 2006 (the “Act”) necessary for an understanding of the Group’s development, performance and position in relation to the matters set out in the
table below. Group policies can also be found at www.cmcmarkets.com/group/about-us/governance/policies-and-documents.
Reporting requirement Group policies and statements Commentary, outcomes and KPIs
Environmental matters Our Sustainability and Climate-Related Financial Disclosures section pages 35 to 44.
Employees – Equal Opportunity Policy
– Anti-Harassment and Bullying Policy
– Diversity and Inclusion Statement and Policy
– Board Diversity Policy
– Group Health and Safety Policy
– Group Grievance Procedure
– Whistleblowing Policy
Our Sustainability section pages 35 to 39.
Nomination Committee section pages 70 to 73.
Social matters – Equal Opportunity Policy
– Accessibility Statement
– Diversity and Inclusion Statement and Policy
– Board Diversity Policy
Our Sustainability section pages 35 to 39.
Nomination Committee section pages 70 to 73.
Human rights – Group Anti-Slavery Policy
– Modern Slavery Statement
Our Sustainability section pages 35 to 39.
Nomination Committee section pages 70 to 73.
Further information at: www.cmcmarkets.com/group/about-us/governance/policies-and-documents
Anti-corruption and anti-bribery matters – Group Anti-Bribery and Corruption Policy
– Group AML Policy
– Group Financial Sanctions Policy
– Group Politically Exposed Persons Policy
Principal risks section pages 22 to 27.
Principal risks Principal risks section pages 22 to 27.
Business model Our business model section page 10.
Non-financial key performance indicators Key performance indicators section pages 14 to 15.
Lord Cruddas
Chief Executive Officer
15 June 2026
Strategic report Governance Financial statements Shareholder information
45 – CMC Markets plc – Annual Report and Financial Statements 2026
Strong and engaged leadership that supports long-term investment
Chair’s governance overview
Dear shareholders,
On behalf of the Board, I am
pleasedto present the Group’s
Governance Report for the year
ended 31March 2026.
In my statement on pages 4 and 5, I discuss some of
the key developments during the course of the year.
The year ended 31 March 2026 was one of continued
strategic transition for CMC, as the Group progressed
its strategy of diversified growth across products, client
segments and geographies.
During the year, the Group advanced the development
of its financial services and technology platform,
including the progress of the multi asset platform and
continued investment in platform and infrastructure
capabilities. Activities undertaken during this period
were supported by appropriate governance, risk
management and capital investment decisions,
including challenge of strategic priorities, technology
investment strategy and progress towards a more
unified client proposition.
The Board also reviewed technology investment
priorities including platform integration, support
to institutional partnerships, cloud adoption and
outsourcing arrangements. The Board also provided
oversight of proposed changes to the Group’s
operating model and greater devolvement of decision
making to regional business units to more closely align
with local client requirements. These considerations
were guided by a focus on operational resilience, client
outcomes, regulatory compliance, and the ongoing
Focused on supporting the
Group’s strategy through
effectivegovernance
Paul Wainscott
Chairman
A robust review of strategy
The Board has continued to lead the strategy
for the Group as CMC has evolved from a CFD
provider to a multi-asset financial platform. The
Board has supported this strategy through
reviewing and approving new joint venture
arrangements and platform investment to enable
the strategy to succeed.
Delivering improvements in IT
Our IT platform continues to be a differentiator for
CMC. The Board has supported management as
the new Super App is developed and built on a new
operating system that will be the base for our future
technology development. The Board has also been
engaged with progression of the evolution of global
markets to digital assets and tokenised finance.
Implementing effective succession plans
Effective succession planning is a key responsibility
of the Board. During the year, we have appointed
Stuart Manning as a Non-Executive Director.
Emma Earp was appointed as a Non-Executive
Director on 1 April 2026. These changes to the
Board continue to position us strongly to lead the
business through this exciting period of change.
46 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
at least half the Board, excluding the Chair, should be
non-executive directors whom the Board considers
to be independent. Only one Board meeting was held
in this period after which compliance with Provision 11
was restored.
– From 24 July 2025 to 31 October 2025, the Company
did not comply with Provision 24, which requires the
Audit Committee to comprise a minimum of three
independent non-executive directors, at least one
of whom should have recent and relevant financial
experience and the chair of the board should not be
a member. However no Committee meetings were
held in this period.
Provision 29 of the 2024 Code applies to the Company
from the financial year commencing 1 April 2026.
For the financial year ended 31 March 2026, the
Company complied with Provision 29 of the 2018 UK
Corporate Governance Code, including through the
Board’s review of the effectiveness of the Group’s risk
management and internal control systems.
Explanations for non-compliance with Provisions 11,
12, 19 and 24, are provided on pages 52, 50, 55 and
59, respectively. In addition, the Company did not
appoint a Non-Executive Director with responsibility for
workforce engagement during the year, but put in place
alternative arrangements for workforce engagement as
described on page 56.
Details of our corporate governance framework are
available on page 54.
The Governance Report and individual Committee
reports on pages 50 to 92, along with elements of the
Strategic Report covering topics such as purpose
(page 2) and stakeholder engagement (pages 33 to 34),
set out how the Company has applied the Principles
and complied with the Provisions of the Code, and
describe the activities of the Board and its Committees
and the matters considered during the year.
An internal Board performance evaluation was conducted
in April 2026 for the financial year ending 31 March 2026,
facilitated by the Chairman and the Company Secretary.
The review revisited the outcomes of the 2025 externally
facilitated evaluation and concluded that, for 2026, the
Board and its Committees continue to operate effectively.
Leadership
During the year, the Board and its Committees focused
on overseeing the Group’s continued strategic
transition, including the delivery of diversified growth
across products, client segments and geographies, and
the development of scalable platform and infrastructure
capabilities to support long-term growth.
The Board also reviewed its composition and
Committee structures during the year to ensure they
remained appropriate to support the Group’s strategy,
reflect changes in leadership and strengthen the
balance of skills, experience and independence. The
Board and its Committees have continued to operate
effectively during the year, with oversight supported
by regular reporting, constructive challenge from
Non Executive Directors and ongoing interaction with
management across strategic, operational, financial
and risk matters.
A number of changes were made to the composition of
the Board during the year. Following the 2025 Annual
General Meeting, I succeeded James Richards as
Chairman, and on behalf of the Board I would like to
thank him for his leadership and contribution. Also
during the year, David Fineberg and Matthew Lewis
stepped down from the Board, and the Board also
thanks them for their service to CMC. On 5 June 2025
Laurence Booth was appointed as an Executive
Director. In addition, Stuart Manning joined the Board
on 1 November 2025 as an independent NED and
became Chair of the Audit Committee. As well as the
Board changes made during the year, Emma Earp
was appointed as an independent NED on 1 April2026.
Thesechanges reflected the Board’s ongoing
consideration of skills, experience and independence
in support of the Group’s strategy. On 4 June 2026,
we announced that Clare Francis would not seek
re-election as a Director and would retire from the Board
at the conclusion of the AGM. I would like to thank Clare
on behalf of the Board for her valuable contribution as
Risk Committee Chair during her tenure on the Board.
The process to appoint a new Non-Executive and Risk
Committee Chair is well advanced.
Board biographies can be found on pages 48 and 49.
More information on Board changes, the assessment
of leadership skills and experience, and our succession
planning processes is included in the Nomination
Committee Report on pages 70 to 73.
ESG and sustainability
More information is included in the Sustainability
section on pages 35 to 44.
Stakeholder engagement
Our stakeholders are central to the Group’s long-term
success, and the Board recognises the importance
of maintaining effective engagement with them.
Further detail on how the Board has had regard to
stakeholder interests during the year is set out in the
Section 172 Statement, the summary of stakeholder
engagement on pages 33 to 34, and on page 56 in the
Governance Report.
As Chairman, I am responsible for ensuring effective
communication between shareholders and the
Company and for facilitating the Board’s understanding
of the views of major shareholders. I remain available
to engage with shareholders as appropriate, and the
principal channels of communication with shareholders
continue to include the Group’s full year and interim
results announcements, ad hoc updates, the Annual
Report and the Annual General Meeting, at which
my fellow Directors and I are available to respond to
shareholders’ questions. In April 2026 I met with a
major shareholder to discuss a wide range of corporate
governance and shareholder matters.
Priorities for the year ahead
The priorities for the Board continue to focus on the
strategic development of the business to a full-
scale multi-asset service provider and continued
strengthening of our B2B business
Paul Wainscott
Chairman
15 June 2026
effectiveness of the Group’s risk management, internal
control and governance framework, supporting
sustainable and responsible growth.
The Board continued to promote the Group’s purpose,
values and culture, and to consider alignment with the
Group’s strategy across the organisation.
On behalf of the Board, I would like to thank our
employees for their continued dedication, and
our clients, partners and shareholders for their
ongoing support.
UK Corporate Governance Code
As a company listed on the London Stock Exchange
and subject to the UK Listing Rules, CMC Markets
plc is subject to the Principles and Provisions of the
UK Corporate Governance Code 2024 (the “Code”),
published by the Financial Reporting Council (“FRC”)
and available at www.frc.org.uk.
For the financial year ended 31 March 2026, the Board
considers that the Company applied the Principles of
the Code and complied with all Provisions of the Code
throughout the period as set out in this report, other
than as follows which were non-compliant throughout
the year:
– The Company did not comply with Provision 20
during the year, which requires an open advertising
and/or an external search consultancy should
generally be used for the appointment of the non-
executive directors.
Below provisions were non-compliant for part of the year:
– From 24 July 2025 to 31 August 2025, the Company
did not comply with Provision 12, which requires
the Board to appoint one of the independent
non-executive directors to serve as the Senior
Independent Director. However no Board meetings
were held in this period.
– From 1 April 2025 to 23 July 2025, the Company did
not comply with Provision 19, which provides that the
Chair should not remain in post beyond nine years
from the date of first appointment to the Board. I took
the role of Chairman on 24 July 2025.
– From 5 June 2025 to 24 July 2025, the Company did
not comply with Provision 11, which recommends that
Strategic report Governance Financial statements Shareholder information
47 – CMC Markets plc – Annual Report and Financial Statements 2026
Board of Directors
Lord Peter Cruddas
Chief Executive Officer
Appointment
3 June 2004
Committee membership
E
Skills and experience
Peter founded the Group and became its Chief
Executive Officer in 1989. Peter held this role until
October 2007 and again between July 2009 and June
2010. Between 2003 and March 2013, he also served
as the Group’s Executive Chairman. In March 2013,he
once again became the Group’s Chief Executive Officer
and is responsible for running the Group on a day-to-day
basis. Prior to founding the Group, Peter was chief
dealer and global group treasury adviser at S.C.F. Equity
Services, where he was responsible for all the activities
of a dealing room whose principal activities were trading
in futures and options in currencies, precious metals,
commodities and spot forwards on foreign exchange
and bullion. His continued entrepreneurial leadership is
important to the long-term growth and sustainability of
the Group.
Current external appointments
– The Peter Cruddas Foundation – director
– Finada Limited – director
– UK House of Lords – member
Paul Wainscott
Chair
Appointment
19 October 2017
Committee membership
G
R
N
Skills and experience
Paul joined the Group as an independent
Non-Executive Director in October 2017 and was
appointed as Chairman with effect from 24 July 2025
and was the Group’s Senior Independent Director prior
to his appointment as Chairman. Paul served as finance
director at the Peel Group for 27 years until March
2018. During his time at the Peel Group, Paul gained
wide experience at board level and in several different
business sectors, including real estate, transport, media
and utilities. Paul provides crucial support to the Group,
thanks to his wide-ranging financial experience, gained
through a variety of sectors.
Current external appointments
None
Sarah Ing
Senior Independent Director
Appointment
14 September 2017
Committee membership
A
G
R
N
Skills and experience
Sarah joined the Group as a Non-Executive Director in
September 2017 and was appointed Senior Independent
Director with effect from 1September 2025. She has
over 30 years’ experience in accountancy, investment
banking and fund management, including time with
HSBC and UBS. She is a chartered accountant and
was a top-rated equity research analyst covering the
general financials sector. Sarah also founded and ran a
hedge fund investment management business. Sarah’s
investment and financial knowledge and the experience
she brings from her other plc appointments add value
tothe ongoing sustainability of the Group.
Current external appointments
– Marex Group plc – Senior Independent director, chair
of the audit and compliance committee and member
of the remuneration and risk committees
– XPS Group plc – non-executive director, member of
the sustainability committee and chair of the audit/
risk committee and member of the remuneration and
nomination committees
– City of London Investment Group plc – non-executive
director, chair of remuneration committee and member
of the audit, risk and nomination committees
Clare Francis
Independent Non-Executive Director
Appointment
19 December 2022
Committee membership
A
G
R
N
Skills and experience
Clare joined the Group as a Non-Executive Director in
December 2022. She has over 25 years’ board-level
experience across UK and international markets, with
senior roles spanning banking, financial markets and
emerging markets. Her previous roles include senior
leadership positions at Standard Chartered, Lloyds
Banking Group and HSBC. Clare is an honorary fellow
of the Association of Corporate Treasurers and has
served on the boards of AFME and BAB. She is also
a senior adviser to Provenance Blockchain and holds
non-executive roles at BOA MLI and Arthur Gallagher
Holdings Limited, where she chairs the Remuneration
Committee. Clare’s global financial services experience
and risk and controls expertise support the Group’s
long-term sustainability. Clare will step down from the
Board at the conclusion of the 2026 AGM.
Current external appointments
– Infrastructure Exports: UK – board member
– Baillie Gifford – voting member of the risk committee
– Bank of America (MLI) – non-executive
– Arthur Gallagher Holdings Limited – non-executive
– Gallagher Insurance Brokers Limited – non-executive
– Pen Underwriting Limited – non-executive
48 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Committee membership
A
Group Audit Committee
R
Remuneration Committee
G
Group Risk Committee
N
Nomination Committee
E
Executive Committee
Chair
Board changes during the year
Paul Wainscott appointed as Chairman,
Sarah Ing appointed as Senior Independent
Director, Stuart Manning appointed as
anIndependent Non-Executive Director,
Emma Earp appointed as an Independent
Non-Executive Director, James Richards
stepped down as Chairman and David
Fineberg and Matthew Lewis stepped
downas Executive Directors
Laurence Booth
Head of Global Capital Markets
Appointment
5 June 2025
Committee membership
E
Skills and experience
Laurence joined the Group in April 2021 and has been
instrumental in leading the transition from a pure CFD
provider to a full-suite execution services business.
With over two decades of experience in managing,
expanding and evolving core execution services across
multiple asset classes and geographies, Laurence has
worked with some of the world’s leading investment
banks. Prior to joining the Group, he held senior
leadership roles at Morgan Stanley, Citigroup, Nomura
and Nikko Europe.
Current external appointments
None
Stuart Manning
Independent Non-Executive Director
Appointment
1 November 2025
Committee membership
A
G
R
N
Skills and experience
Stuart is a senior finance executive with more than
15years’ experience across venture capital, corporate
finance, and audit. He is currently Partner and Director
of Finance (CFO) at Endeavour Vision SA, a Geneva-
based private equity and venture capital firm focused
on healthcare investments. Prior to this, Stuart held roles
at KPMG Ireland, where he worked across audit and
corporate finance engagements for financial institutions.
Current external appointments
Endeavour Vision SA
Emma Earp
Independent Non-Executive Director
Appointment
1 April 2026
Committee membership
A
G
R
N
Skills and experience
Emma is a senior legal professional and qualified
solicitor with over 15 years’ experience in banking and
finance transactions. She is currently a senior lawyer
at Foot Anstey LLP, a national law firm with specialists
in the Private Equity, Energy & Infrastructure, Private
Wealth, Islamic Finance, Developer, Retail & Consumer
and Charities sectors. Emma trained and qualified into
the Banking and Finance department of the leading City
firm Travers Smith LLP.
Current external appointments
Foot Anstey LLP
Strategic report Governance Financial statements Shareholder information
49 – CMC Markets plc – Annual Report and Financial Statements 2026
Corporate governance
Board activity by meeting
(June2025 – March 2026)
Other key activities, decisions & notes
– James Richards stepped down as
Chairman at the July 2025 AGM and
Paul Wainscott, previously SID, became
Chairman at the same time. David
Fineberg and Matthew Lewis stepped
down from the Board on the same date.*
– Stuart Manning was appointed to the
Board on 1 November 2025 and as Audit
Chair in place of Paul Wainscott after Paul
became Chairman.
– Emma Earp was appointed to the Board
on 1 April 2026.
– Sarah Ing became SID following a review
of Board structure on 1 September 2025.
– Laurence Booth was appointed to the
Board on 5June 2025.*
– Following these changes the Board
achieved 40% female representation
andthe SID role was held by a female.
* Referenced in Full Year 2025 Annual Report.
4 June 2025
Board Meeting
– Board performance effectiveness review
(externally facilitated) – focus on strategic
direction and debate and optimising
Boardcomposition.
– Review of trading performance and evolving
retail/wealth management trends.
– Oversight of B2B strategic partnerships.
– Assess entity restructuring and efficiency
project and associated regulatory capital
benefits, updating the group structure to
reflect the evolving shape of the business.
– Review of sustainability targets (Scope 1
achieved; Scope 2 revised to align to 2050
net zero).
– Approved Annual Report and Accounts,
Viability Statement and effectiveness of risk
management and internal controls statement.
– Recommended final dividend of 8.3p
per share.
– Approved AGM arrangements.
23 July 2025
Board Meeting
– Final-stage Westpac partnership including
commercial terms, implementation
andresourcing.
– Key B2B partnership negotiation discussions
and ICARA review.
– Entity restructuring project discussion
including entity transfers, valuation and
taxconsiderations.
– New joint venture investment proposal –
strategic rationale, due diligence challenge
from the Board.
– Approved Modern Slavery Statement and
Whistleblowing Policy updates.
– Approved new major outsourcing contract
and use of near shoring model in Poland in
addition to outsourcing.
24 October 2025
Board Meeting
– Launch of Spectre product and continued Web
3.0 strategy development including discussions
on tokenisation, prime broking and clearing
infrastructure to support the new strategy.
– Operational transformation – establishment
of a near-shoring hub, outsourcing and cost
reduction programme updates to Board.
– Update on proposals for ‘devolution’ to
empower local offices to manage own P&L
and make operational decisions more relevant
to their local market.
– Building out new wealth proposition.
– Developing new corporate framework to bring
greater consistency to role hierarchies right
across the Group.
– Approved ICARA 2025 submission and
Contingency Funding Plan.
– Litigation update and resourcing review for
legal teams.
– Middle East market discussion and a separate
joint update on potential new markets in Asia.
– Reviewed updates on building a new
securities and warrants business in Germany.
14 November 2025
Board Meeting
– Update on commercial performance;
continued product innovation pipeline.
– Update on successful launch of Spectre
product and development of the wealth
offering with initial focus in APAC.
– Board update on the Super App
beingdeveloped.
– Half-year results review; reforecast for
financial year.
– Approved interim dividend of 5.5p per share.
– Approved capital contributions to
German entities.
– Establishment of EUR 300m Commercial
Paper programme.
21 January 2026
Board Meeting
– Discussion of January commodity market
movements; record activity and volatility
in bullion.
– Discussed potential structural shift in
commodity markets; key commodity
exposures being managed.
– Review of trading model in light of the market
volatility and any operational enhancements.
– Further consideration of options to increase
footprint in Middle East to position the
business in a key potential growth region.
19 March 2026
Board Meeting
– Received external perspectives on market
perception of CMC and its development in
the market.
– Reviewed the annual budget proposals for the
year ahead.
50 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
The Board
The role of the Board
The Board is responsible for providing entrepreneurial
leadership and maintaining effective oversight of
the Company, with a clear focus on delivering the
Company’s long term sustainable success.
In doing so, the Board sets the Group’s purpose,
values and strategy, and oversees their execution,
having regard to the interests of the Company’s key
stakeholders. The Board also ensures that the Group
has the appropriate financial resources, people
capability and cultural environment required to deliver
its strategic objectives.
The Board retains overall accountability for the Annual
Report and Financial Statements and for maintaining
an effective framework of risk management and internal
control to identify, assess and manage the principal
risks facing the business.
To support effective governance, the Board delegates
detailed oversight of these matters to its committees.
In particular, the Group Audit Committee supports
the Board in relation to financial reporting, internal
control and assurance, and the Group Risk Committee
supports the Board in relation to risk governance and
risk management oversight.
The terms of reference for the Board’s principal
committees are available on the CMC Markets plc Group
website (www.cmcmarkets.com/group/about-us/
governance/ committees).
Board leadership and purpose
During the year, the Board’s leadership and oversight
continued to focus on delivering the Group’s strategy
of diversified, scalable growth, while maintaining a
strong control environment and disciplined approach to
capital allocation, regulatory compliance and long term
value creation.
The Board continued to oversee investment in
new business opportunities aligned to the Group’s
strategy, including ongoing investment in the Group’s
proprietary technology platform and the development
of new products and capabilities to enhance client
experience, broaden distribution and support long
termrevenuediversification.
Stakeholder and workforce considerations form an
integral part of the Board’s discussions and decision
making. During the year, in the absence of a designated
non executive director with responsibility for workforce
engagement, the Board obtained insights through
alternative mechanisms, including an employee
engagement survey, regular reporting from the
Human Resources function on workforce matters, and
reporting from the Managing Partners (ExCo).
Further detail on how the Board has had regard to its
duties under section 172 of the Companies Act 2006
is set out in the Section 172 Statement on pages 31
and 32. Additional information on how the Board and
its committees have discharged their responsibilities
during the year is provided in the reports of the
respective Board Committees. The Sustainability
section on pages 35 to 44 outlines the Group’s
approach to sustainability matters, while the Strategic
Report on pages 1 to 45 provides further context on
activities undertaken to support continued investment
in, and diversification of the business.
The Board recognises the importance of fostering a
culture that supports inclusion, openness and respect
for differing perspectives, in order to enable the effective
delivery of strategic initiatives. The Group’s culture
is focused on delivering a high quality technology
led experience for clients and is aligned with the
Company’s purpose, values and strategy. An engaged
and informed workforce is critical to achieving this and
the Board receives regular updates and discusses
initiatives to strengthen employee engagement and
capability with the Human Resources function.
The Group also has processes for the escalation and handling of employee related concerns, which are operated
within a framework overseen by the Board. Employees are able to raise concerns through day to day management
channels or, where appropriate, through the Group’s whistleblowing arrangements. The Board receives an annual
report on whistleblowing, covering matters raised and updates to relevant policies and procedures. For further
details please refer to the sustainability report on page 37.
Board composition
The Directors who held office during the financial year, and their attendance at scheduled meetings, is shown below.
Name Position
Board
meetings
Group Audit
Committee
Group Risk
Committee
Nomination
Committee
Remuneration
Committee
Number of meetings 6 7 6 5 8
James Richards
1
Ex-Chairman 2(2) — — 2(2) —
Paul Wainscott
2
Chairman 6(6) 5(5) 6(6) 5(5) 7(8)
Sarah Ing Senior Independent Director 6(6) 7(7) 6(6) 5(5) 8(8)
Clare Francis Independent Non-Executive
Director
6(6) 7(7) 6(6) 5(5) 8(8)
Lord Peter Cruddas Chief Executive Officer 6(6) — — — —
Laurence Booth
3
Head of Global Capital Markets 5(5) — — — —
Stuart Manning
4
Independent Non-Executive
Director
3(3) 3(3) 3(3) 3(3) 4(4)
David Fineberg
5
Head of Global Strategic
Partnerships
2(2) — — — —
Matthew Lewis
6
Head of ANZ 2(2) — — — —
The figures in brackets denote the number of meetings the Director was eligible to attend.
1 James Richards retired from his position as Chairman at the conclusion of the AGM held on 24 July 2025.
2 Paul Wainscott was appointed as Chairman with effect from 24 July 2025 and ceased to be Chair of the Group Audit Committee following the
appointment of Stuart Manning in November 2025. Paul missed one Remuneration Committee meeting due to an urgent family illness.
3 Laurence Booth was appointed as Executive Director on 5 June 2025.
4 Stuart Manning was appointed as Independent Non-Executive Director on 1 November 2025.
5 David Fineberg retired from his position as Executive Director at the conclusion of the AGM held on 24 July 2025.
6 Matthew Lewis retired from his position as Executive Director at the conclusion of the AGM held on 24 July 2025.
The Board also met on various occasions on an ad hoc basis throughout the year to discuss matters such as
potential investments, final and interim results, dividends, Board composition and the appointment of the new
Independent Non-Executive Director.
Strategic report Governance Financial statements Shareholder information
51 – CMC Markets plc – Annual Report and Financial Statements 2026
Matters reserved
for the Board
It is recognised that certain matters cannot,
or should not, be delegated and the Board
has adopted a schedule of matters reserved
for Board consideration and approval. The
matters reserved for the Board fall into the
following areas:
– strategy and management;
– structure and capital;
– financial reporting and controls;
– internal controls and risk management;
– material contracts;
– communications;
– Board membership and other appointments;
– remuneration;
– delegation of authority to management;
– corporate governance matters;
– key Group policies;
– political and charitable donations;
– appointment of principal
professional advisers;
– material litigation;
– whistleblowing;
– Modern Slavery Statement;
– pension schemes; and
– insurance.
The schedule of matters reserved
for the Board is available on the
CMC Markets plc Group website,
www.cmcmarkets.com/group/about-us
/governance
Corporate governance continued
Activities of the Board
The Board has a comprehensive meeting planner
that ensures all matters for Board consideration are
presented and reviewed in a timely manner.
Key areas of focus during this financial year were:
– consideration and approval of the Annual Report and
Financial Statements, half-year results and interim
dividend approvals;
– selection and appointment of new Independent
Non-Executive Directors;
– review of the efficiency and cost reduction proposals
for the Group and the impact on employees and of
the subsequent employee engagement surveys;
– approval of Group property management issues;
– ongoing review of CMC Markets plc
governancearrangements;
– consideration of intra-group outsourcing and
servicearrangements;
– the development and launch of new products and
expansion of our business into new regions;
– risk management and risk appetite including
enhancement of the Enterprise Risk Management
Framework and associated Risk Appetite Statements;
– the review and approval of ICARA and other
regulatory documents;
– oversight of CASS reporting and compliance;
– approval of Board policies, e.g. whistleblowing;
– consideration of the sustainability strategy,
targets and KPIs;
– assessment of the impact on the Group of the FCA’s
Consumer Duty regulations;
– insurance renewal arrangements and approvals;
– approval of material IT expenditure;
– approval of material outsource contracts;
– review and approval of the Group’s contingency
funding plan;
– review of the corporate structure of the Group
(itsshape); and
– review of committees, reporting lines, the Board in
the context of diversification strategy.
Some of the key decisions made by the Board
impacting stakeholders during the year are described in
the Section 172 statement on pages 31 and 32.
Board balance
On 5 June 2025 Laurence Booth joined the Board. As
previously reported, on 24 July 2025, James Richards
stepped down from the Board and as Chairman at the
close of the AGM and Paul Wainscott was appointed as
Chairman from this date. David Fineberg and Matthew
Lewis stepped down from the Board on the same date.
Under Provision 11 of the Code, at least half the Board,
excluding the Chair, should be independent non-executive
directors. Between 5 June 2025 and 24July 2025 the
Company did not comply with Provision 11. This was a
short-term arrangement while the Board composition
was right sized and was remediated by the Board
changes at the 2025 AGM, following which, the
Company again complied with Provision 11.
During the year, the Nomination Committee kept
the composition of the Board under continuous
review while it sought to identify the most effective
structure for the business as it went through a period of
diversification. The Committee reviewed the approach
to selecting potential Board appointments and after
conducting an interview process, Stuart Manning was
appointed as a Non-Executive Director of the Company
with effect from 1 November 2025. In addition, Emma
Earp was appointed as a Non-Executive Director
on1April 2026.
There is a clear division of responsibilities between
the executive leadership and the Board as noted
on page 53.
Board support
The Board operates in accordance with the provisions
of the Articles of Association and established
processes and approved policies, as appropriate,
andhas access to relevant resources as required.
Each Director has access to the Company Secretary,
who is responsible for advising the Board on
governance matters and supporting the efficient
functioning of the Board and its Committees. The
Company Secretary provides meeting papers to
Directors in a timely manner to allow for conducive and
effective Board and Board Committee meetings and
attends all Board and Committee meetings in order to
provide appropriate advice on corporate governance
and matters of procedure. The appointment and
removal of the Company Secretary are matters for
the Board.
52 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Division of responsibilities
The roles of the Chairman and Chief Executive Officer (“CEO”) are
separate, clearly defined in writing and agreed by the Board.
Chairman
Responsibilities of the Chairman include:
– leadership of the Board, with responsibility
for its overall effectiveness in directing the
Company, and ensuring open and effective
communication between the Executive and
Non- Executive Directors;
– ensuring Directors receive accurate,
timely and clear information and that
Board meetings are effective by setting
appropriate and relevant agenda items,
creating an atmosphere whereby all
Directors are engaged and free to enter
healthy and constructive debate;
– ensuring effective communication between
major shareholders and the Board;
– overseeing each Director’s induction and
ongoing training; and
– leadership of the Board effectiveness
process through his role as Chair of the
Nomination Committee.
CEO
Responsibilities of the CEO include:
– day-to-day management of the Group’s
business and implementation of the
Board-approved strategy;
– acting as Chair of the Executive Committee
and leading the senior management team in
devising and reviewing Group development
for consideration by the Board;
– responsibility for the operations and results
of the Group; and
– promoting the Group’s values, culture
andstandards.
Senior Independent Director
Responsibilities of the Senior Independent
Director include:
– acting as a sounding board for the Chairman
and serving as an intermediary for the other
Directors as necessary;
– acting as lead independent
Non-Executive Director;
– leading the Non-Executive Directors in the
performance evaluation of the Chairman,
with input from the Executive Directors; and
– being available to shareholders in the event
that the Chairman, Chief Executive Officer
or other Executive Directors are unavailable.
Non-Executive Directors
Responsibilities of the Non-Executive
Directors include:
– providing strategic guidance and
constructively challenging management
proposals and providing advice in line with
their respective skills and experience;
– helping to develop proposals on strategy;
– reviewing the performance of management
and individual Executive Directors against
agreed performance objectives;
– having a prime role in appointing and,
where necessary, removing Executive
Directors; and
– having an integral role in succession planning.
Strategic report Governance Financial statements Shareholder information
53 – CMC Markets plc – Annual Report and Financial Statements 2026
Governance structure as at 31 March 2026
Executive
Committee
Group Board
Group
Audit Committee
Group
Risk Committee
Nomination
Committee
Remuneration
Committee
Executive Risk
Committee
Regulated
subsidiaries
Independent
assurance
External
auditor
Internal
assurance
Group internal
audit
Board/Board Committee
Senior Management Committee
Management Committee
Subsidiaries
Internal assurance
Independent assurance
Direct reporting line
Reporting line for certain matters
Product &
Programme
Governance
Committee
Corporate governance continued
Operational
Committee
Sustainability
Committee
Good
Client Outcomes
Committee
Client Money and
Asset Protection
Committee
Asset & Liability
Committee
Best Execution
Committee
Group Tax Risk
Committee
Operations
Management
Meeting
54 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Accountability
Election and re-election of Directors
The 2026 Annual General Meeting (“AGM”) will be
held at 10:00 a.m. on 24 July 2026 at 133 Houndsditch,
London EC3A 7BX.
In accordance with the Code all current Directors,
other than Clare Francis who is stepping down from the
Board at the AGM, will offer themselves for election or
re-election at the forthcoming AGM.
Following consideration by the Nomination Committee
and review by the Chairman, the Board considers that
all Directors continue to be effective, remain committed
to their roles and have sufficient time available to
perform their duties. Biographies for each Director,
which set out the reasons why the Board believes each
Director’s contribution is, and continues to be, important
to the Group’s long-term, sustainable success, are
available on pages 48 and 49.
Chairman’s tenure
James Richards stepped down as Chairman and as a
Director on 24 July 2025. In accordance with Provision
19 of the UK Corporate Governance Code, the Board
had previously considered succession planning
for the Chair in January 2025, with James Richards
not present.
Following a recommendation from the Nomination
Committee, which was led by the Independent
Directors in place at the time, the Board appointed Paul
Wainscott as Chairman with effect from 24 July 2025.
In doing so, the Board took into account that Paul was
approaching nine years of tenure as a Non-Executive
Director of CMC Markets and concluded that he
nonetheless continues to demonstrate the appropriate
skills, experience and knowledge to lead the Board.
Following his appointment as Chairman, Paul
also assumed the role of Chair of the Nomination
Committee.
Independence of Non-Executive
Directors and time commitment
The Board reviews the independence of each of its
Non-Executive Directors annually and considers that all
of the Non-Executive Directors, including the Chairman,
are independent in character and judgement.
Directors recognise the need to commit sufficient time
to discharge their responsibilities effectively and are
advised in advance of the annual schedule of Board
and Committee meetings. Non-Executive Directors
are expected to seek the Chairman’s agreement before
accepting any additional commitments that could
impact the time they are able to devote to the Company.
Directors’ induction, training
andevaluation
On appointment, new Directors receive a comprehensive
and formal induction programme, facilitated by the
Company Secretary in consultation with the Chairman.
The induction is tailored to the individual Director and is
designed to support an effective and timely integration
into the Board and its Committees.
The Nomination Committee is responsible for
overseeing the annual evaluation of the effectiveness
of the Board, its Committees and individual Directors.
Annual Board evaluation for financial year 2025 was
undertaken in June 2025, which was externally facilitated
by Egon Zehnder, following which a detailed report was
provided to the Nomination Committee. The key findings
and observations arising from the evaluation were
discussed by the Committee and considered as part of
its ongoing review of Board composition, effectiveness
and succession planning. Further information is provided
in the Nomination Committee report.
The Board undertakes a periodic assessment of
the skills, experience and knowledge of its Non-
Executive Directors. The outcomes of this assessment,
together with insights from the Board evaluation
process, are used to inform induction arrangements
and ongoing training requirements. As part of the
induction process, one-to-one meetings are arranged
between new Non-Executive Directors and relevant
members of senior management, enabling them to
gain an understanding of the Group’s business model,
strategy, risk management framework, governance
arrangements, regulatory environmentand culture.
Non-Executive Directors have access to ongoing
professional development, including internally and
externally facilitated training sessions. During the year,
Directors received briefings from external legal advisers
covering Directors’ duties, the Market Abuse Regulation
and related regulatory obligations. Non-Executive
Directors also have access to other training resources
on relevant financial services and regulatory matters, as
well as education programmes offered by third-party
providers. Further training is scheduled for 2026 to
address upcoming changes to Provision 29 of the UK
Corporate Governance Code.
Board responsibilities in relation
to the Annual Report and
FinancialStatements
The Board has overall responsibility for reviewing and
approving the Annual Report and Financial Statements.
In doing so, it has considered and approved the
arrangements that enable the Board to confirm that
the Annual Report and Financial Statements, taken as
a whole, are fair, balanced and understandable, and
provide the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
With the assistance of the Group Audit Committee, the
Board ensured that appropriate time and resources
were devoted to the preparation of the Annual Report
and Financial Statements, and that the disclosure
requirements to which the Group is subject were
appropriately addressed. Following its review, the
Board concluded that the Annual Report and Financial
Statements meet all relevant reporting requirements.
The Board supports the principles of openness,
transparency and compliance with the UK Corporate
Governance Code. Having taken into account the
review performed by the Group Audit Committee,
including consideration of the processes and controls
in place to support the preparation and verification
of the Annual Report and Financial Statements, the
Board concluded that the Annual Report and Financial
Statements contain the necessary information
to enable shareholders to assess the Company’s
performance, strategy and overall business model.
Group Audit Committee
The Group Audit Committee has been delegated
responsibility by the Board for oversight of financial
reporting, external and internal audit, the effectiveness
of financial internal controls, and responsibility for
implementation of the updated requirements of
Provision 29 of the Code. Details of the Committee’s
responsibilities, principal activities during the year and
priorities for the next reporting cycle are set out in the
Group Audit Committee report on pages 58 to 63.
Group Risk Committee
The Group Risk Committee has been delegated
responsibility by the Board for the oversight of the
Group’s risk management framework, including risk
identification, mitigation and the consideration of the
Group’s risk appetite, with recommendations made to
the Board as appropriate. Further information on the
Committee’s responsibilities, key activities during the
year and priorities for the coming year is set out in the
Group Risk Committee report on pages 64 to 69.
Governance
55 – CMC Markets plc – Annual Report and Financial Statements 2026
Shareholder informationFinancial statementsStrategic report
Shareholder engagement
The Board recognises the importance of effective and
ongoing engagement with shareholders and values
their views as an important input to the Company’s
strategy and decision-making. Board members engage
with a broad range of shareholders to understand their
perspectives and ensure that, where appropriate, these
views are taken into account.
During the year, the Board received updates on
shareholder engagement and investor sentiment at
each Board meeting through regular reports from the
investor relations team. Shareholder correspondence
was also shared with the Board, as appropriate, to
ensure that relevant matters were brought to the
Board’s attention.
In addition, management provided updates to the
Board following the announcement of the Group’s
half-year and full-year results, including feedback from
shareholders and analysts. Alongside meetings held
with the Executive Directors, the Chairman and other
Non-Executive Directors were available to engage with
shareholders during the year.
The principal methods of communication with
private investors are through the Company’s final
results and half-year reporting, regulatory and ad
hoc market announcements, and the AGM. The
AGM provides shareholders with an opportunity to
engage with the Board and to vote on matters requiring
shareholder approval.
At the AGM, separate resolutions are proposed for
each item of business, with voting conducted by way
of a poll. All valid proxy appointments are recorded and
counted, and the results of voting are published on the
Company’s website. Notice of the AGM is provided to
shareholders at least 21 days in advance of the meeting.
Where a significant proportion of votes are cast against
any resolution, the Company is required to explain,
when announcing the voting results, the actions it
intends to take to understand the reasons for the level
of dissent. There were no significant votes cast against
any resolutions proposed at the AGM during the year.
Further information on the Company’s wider approach
to shareholder engagement, and how shareholder
views are considered in Board discussions and
decision-making, is set out in the Stakeholder
Engagement report on pages 33 to 34.
Stakeholder engagement
The Board recognises its legal, fiduciary and
governance responsibilities in relation to stakeholder
engagement, including those set out in the Principles
and Provisions of the UK Corporate Governance Code
and its duty to promote the success of the Company
in accordance with Section 172 of the Companies
Act 2006. The Board receives regular updates on
stakeholder engagement activity, including through
the Board papers provided to support effective
decision-making.
Further information on the Group’s key stakeholders,
the engagement undertaken during the year and how
stakeholder views have informed Board discussions
and decisions is set out in the Stakeholder Engagement
section on pages 33 to 34. Additional detail on
engagement with key stakeholders in the context
of sustainability-related matters is included in the
Sustainability section on pages 35 to 44.
Employee engagement
The Board recognises the importance of effective
workforce engagement in supporting long-term
sustainable success and in fulfilling its duties under
Section 172 of the Companies Act 2006. During the
year, the Company did not have a director appointed
from the workforce, a formal workforce advisory panel
or a designated Non-Executive Director in place and
therefore complied with Provision 5 of the UK Corporate
Governance Code using an alternative method.
The Board kept the arrangements for workforce
engagement under active review during the year and
has continued with steps to appoint a designated
independent Non-Executive Director to provide Board-
level oversight of workforce engagement and to act as a
conduit between the workforce and the Board.
Pending the appointment, alternative arrangements
were in place to support workforce engagement
and ensure that employee views were considered
as part of Board decision-making. The Nomination
Committee invited the Human Resources function
to provide regular and structured updates on
workforce engagement matters, including employee
feedback, engagement activity and the outcomes
of workforce surveys. The Nomination Committee
reviewed these matters and reported key themes and
observations to the Board, together with management’s
proposed actions.
The Board considers that these arrangements provided
appropriate insight into workforce matters during the
year while longer-term governance arrangements were
being progressed.
Further information on employee-related initiatives
and workforce engagement activity is set out in the
Sustainability section on pages 35 to 44
Internal control and risk
management systems over
financial reporting
The Board is responsible for the oversight of the
Group’s risk management and internal control systems,
including their effectiveness, and for reviewing the
process by which the principal risks facing the Group
are identified, assessed and managed. These systems
are designed to manage, rather than eliminate, the risk
of failure to achieve the Group’s strategic objectives
and provide reasonable, but not absolute, assurance
against material misstatement or loss.
The Group has an established internal control
framework and risk management systems in place
to support the integrity, accuracy and timeliness of
financial reporting and to enable informed decision-
making by the Board and management. These systems
were in place throughout the year and remained
effective up to the date of approval of the Annual Report.
Key elements of the Group’s internal control and risk
management framework over financial reporting
include the following:
– Governance and oversight: The Group Risk
Committee, on behalf of the Board, provided ongoing
oversight of the Group’s risk profile, risk appetite
and emerging risks, including financial, operational,
regulatory and technology-related risks. During
the year, the Committee reviewed principal risks,
risk appetite metrics and related key risk indicators,
together with management’s mitigation actions.
– Financial risk management: The Committee received
regular reports on financial risks, including capital
adequacy, liquidity management, counterparty
and credit risk, market risk and stress testing.
Oversight included review of the Group’s ICARA
and liquidity assessments, capital planning and
funding arrangements, and consideration of the
impact of changing market conditions on the Group’s
financial position.
Scheduled 2026/27 key
shareholder events
June 2026
2026 full-year results
July 2026
Annual General Meeting
November 2026
H1 2027 interim results
Corporate governance continued
56 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
– Financial accounting and reporting controls:
Thefinance function prepares consolidated Group
financial information on a regular basis, supported
by reconciliation and review processes designed to
ensure completeness and accuracy. Reconciliations
are performed between trading platforms, sub-
ledgers and the general ledger to support reliable
financial reporting.
– Tax: The Group operates a formal tax governance
framework, including a documented tax strategy
which is reviewed and approved annually by
the Group Audit Committee. Tax compliance is
monitored on an ongoing basis, supported by regular
reporting and escalation procedures, with matters of
significance considered through appropriate tax risk
and governance forums.
– Forecasting, budgeting and management information:
The Group operates a detailed forecasting and
budgeting process, supported by a comprehensive
suite of management information prepared and
reviewed at varying frequencies. Management
information and reporting continued to evolve during
the year to reflect changes in the business, market
conditions and regulatory expectations.
– Risk and control frameworks: The Group operates
an enterprise-wide risk management framework,
supported by risk and control assessments, risk
appetite statements and the ongoing monitoring of
principal, emerging and other risks. During the year,
the Group Risk Committee received regular updates
on the review and application of these frameworks
across the Group, including the oversight of risk
appetite metrics, risk and control assessments and
the development and implementation of enhanced
risk tooling and reporting to support more effective
identification, escalation and monitoring of risks.
– Technology and data environment: The Group is
reliant on its IT systems to support financial reporting
and risk management. The Board and the Group
Risk Committee received updates on cyber security,
systems resilience and third-party risk, including
mitigation actions in place to protect the availability
and integrity of data relevant to financial reporting.
– Regulatory and compliance considerations:
Financial reporting controls are supported by
the Group’s compliance framework, including
oversight of regulatory developments, remediation
programmes and engagement with regulators
across jurisdictions. Regulatory requirements and
risk management were a recurring focus of the Audit
Committee’s oversight during the year.
The Group Risk Committee’s assessment of the
effectiveness of the Group’s risk management and
internal control systems, undertaken on behalf of the
Board, is set out in the Group Risk Committee report on
pages 64 to 69.
Further information on the Group’s principal risks, risk
management framework and the Board’s oversight of
risk is provided in the Risk Management section.
Paul Wainscott
Chairman and Chair of the Nomination Committee
15 June 2026
Strategic report Governance Financial statements Shareholder information
57 – CMC Markets plc – Annual Report and Financial Statements 2026
Group Audit Committee report
Robust oversight of financial integrity,
controls, and risk management
Members and attendance
Stuart Manning
Committee Chair
Sarah Ing
Senior Independent Director
Clare Francis
Independent Non-Executive Director
Emma Earp
Independent Non-Executive Director
—
Ex-members
Paul Wainscott
Chairman
Attended meeting
Did not attend meeting held during tenure
Stuart Manning joined the Board on 1 November 2025.
Emma Earp joined the Board on 1 April 2026.
Dear shareholder,
As Chair of the Group Audit Committee (the
“Committee”), I am pleased to present the Group Audit
Committee report for the year ended 31 March 2026.
The Group Audit Committee assists the Board in
fulfilling its responsibilities for overseeing the integrity
of the Group’s financial reporting, including the Annual
Report and Financial Statements, and for monitoring
the effectiveness of the systems of internal control
and risk management relating to financial reporting.
The Committee also oversees the performance,
independence and objectivity of the external auditor
and the effectiveness of the internal audit function.
Principal responsibilities of the
Group Audit Committee
The Group Audit Committee operates in
accordance with its terms of reference, which set
out the Committee’s roles and responsibilities and
is approved by the Board. The Committee’s terms
of reference are available on the Group’s website:
www.cmcmarkets.com/ group/ about-us/
governance/ committees.
In line with its terms of reference, the Committee
is responsible for reviewing its own effectiveness.
During the year, the performance of the Group Audit
Committee was evaluated as part of the Board and
Committee effectiveness review process as described
on page 71.
Areas of focus in 2025/26
The Committee’s main responsibilities, in compliance
with the requirements of the Code, are as follows:
– to monitor the integrity of the Financial Statements of
the Group;
– to consider any material information presented
within the Financial Statements in so far as it relates
to audit and to review the final and half-year results
before making recommendations to the Board on
their contents and whether they are fair, balanced
andunderstandable;
– to review and report to the Board on significant
financial reporting issues and judgements;
– to assess the adequacy and effectiveness of the
Group’s internal control systems and identify, assess,
manage and monitor financial reporting risks and
report to the Board on any key findings;
– to review the procedures for detecting fraud and
financial crime;
– to review the tax strategy of the Group;
– to review and approve the internal audit charter and
annual internal audit plan;
– to review the findings of all internal audit reports,
make recommendations as appropriate and monitor
resolution plans;
– to review the performance of the internal audit
function and consider the structure of the function;
– to review the effectiveness and independence
of the Company’s external auditor including
the appointment, reappointment, removal and
remuneration of the external auditor;
– leadership of Provision 29 preparedness (including
related assurance considerations such as
SOCreporting);
Stuart Manning
Independent Non-Executive Director and
Chairofthe Group Audit Committee
58 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
– to maintain oversight, from a financial reporting
and assurance perspective, of key regulatory
assurance priorities considered by the Committee
during the year (including matters such as CASS
and operational resilience initiatives such as DORA
where relevant to reporting and controls);
– to review and approve the policy on the provision of
non-audit services by the auditor; and
– to review the findings of the external auditor and
how any challenges made to management, and
responses to such challenges, have been dealt with,
including in relation to key judgements.
Composition and advisers
The Committee is chaired by Stuart Manning, who
wasappointed Chair with effect from 1 November2025,
with Clare Francis and Sarah Ing as members.
All members of the Committee are independent
Non-Executive Directors, and the Committee is
considered independent of management. Sarah Ing
is also the Senior Independent Director. Emma Earp
joined the Committee on 1 April 2026.
In accordance with the requirements of the UK
Corporate Governance Code, the Committee is
required to include at least one member determined
by the Board as having recent and relevant financial
experience. The Board has determined that Stuart
Manning, an independent Non-Executive Director, has
recent and relevant financial experience, and that the
Committee continues to meet the requirements of the
Code in this regard. The Committee as a whole has
a broad range of skills and experience relevant to the
trading, investing and institutional business sectors in
which the Group operates.
On 24 July 2025 Paul Wainscott took up the role of Board
Chair. As a result, from 24 July 2025 to 31 October2025
Paul Wainscott was both Board Chairman and Chair of
the Committee which also comprised only two other
independent Non-Executive Directors and was therefore
not compliant with Provision 24 of the UK Corporate
Governance Code. No Committee meetings were
heldduring this period.
On 1 November 2025, Stuart Manning was appointed
as an independent Non-Executive Director and Chair of
the Committee, restoring compliance with Provision 24.
Paul Wainscott and Stuart Manning worked together
to ensure an orderly transition of the Chair role and
continuity of oversight and governance.
The Committee held seven meetings during the
financial year. The principal activities and matters
considered by the Committee during the year are
outlined in the relevant sections of this report. Details of
Committee attendance are set out on page 58.
The Chairman, the Chief Executive Officer, Executive
Director, Head of Global Strategic Partnerships,
Head of ANZ, Group Head of Finance, Company
Secretary attended Committee meetings by invitation.
Representatives of Deloitte LLP, the external auditor,
and Grant Thornton LLP, the internal auditor, along
with the Group Chairman, also attend meetings by
standinginvitation.
Internal audit
The Group’s internal audit function is externally
facilitated by Grant Thornton LLP. The internal audit
function reports directly to the Group Audit Committee
and has unrestricted access to the Committee Chair
and each Committee member. The Committee reviews
internal audit reports presented during the year,
considers management’s responses to audit findings
and monitors progress against agreed remediation
actions. The Committee also reviews and approves the
internal audit charter and annual internal audit plan.
Representatives of the internal auditor attend meetings
of the Committee at which internal audit matters are
discussed. During the year, the Committee regularly
considered progress against the internal audit plan,
including the status of audits completed, audits in
progress and open management actions arising from
audit findings. This enables the Committee to assess
the effectiveness of the internal audit function on an
ongoing basis and to gain insight into the maturity of the
Group’s internal control environment.
The lead internal auditor has confirmed to the
Committee that appropriate resources, skills and
budget are in place to deliver the approved internal
audit plan. The internal audit function also retains
flexibility to amend the plan, where appropriate, to
address emerging risks or areas of focus identified
during the year.
External auditor
The Committee is responsible for overseeing the
Group’s relationship with the external auditor and
monitoring the effectiveness of the audit process. This
includes considering the reappointment of the external
auditor annually, reviewing the auditor’s independence
and objectivity, and assessing the quality and
effectiveness of the audit.
In accordance with Financial Reporting Council
guidance and the Audit Committees and the External
Audit: Minimum Standard, the Committee continues
to review the qualifications, expertise, resourcing,
effectiveness and independence of Deloitte, the
external auditor. During the year, the Committee
received updates from Deloitte on the planning and
delivery of the half-year review and the full-year audit,
including audit scope, significant risks, key judgement
areas and the audit timetable. The Committee also
considered and approved fees for audit and audit-
related services during the year.
As part of the audit process, Deloitte challenged
management on significant accounting judgements,
estimates and related disclosures, and these matters
were discussed with the Committee. The Committee
considered Deloitte’s findings, the appropriateness of
management’s responses and the level of challenge
provided, including through sessions held without
management present where appropriate.
Following consideration of the audit reporting and the
overall effectiveness of the audit process for the year,
the Committee concluded that the audit was effective
and recommended the reappointment of Deloitte as
statutory auditor by shareholders at the AGM to be held
on 24 July 2026.
The Committee also conducted a formal review of
the effectiveness of the external auditor following the
most recent audit cycle. Feedback was sought from
key stakeholders using a structured questionnaire,
consistent with the approach adopted in prior years.
The review concluded that Deloitte’s performance
was satisfactory overall, with a small number of areas
identified for continued focus.
The Committee continues to be satisfied with Deloitte’s
independence. This assessment took into account
the level of non-audit fees, the policy on the provision
of non-audit services, procedures relating to the
employment of former audit firm personnel, and
Deloitte’s internal safeguards to manage conflicts
ofinterest.
The Committee confirms that the Group has complied
with the relevant requirements of the Competition
and Markets Authority Order relating to statutory
audit services for large companies during the
year. Competition and Markets Authority Order in
respect of The Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 for the financial year
ended 31 March 2026.
The Committee also discharged its responsibilities
in accordance with the FRC’s Audit Committees and
External audit: Minimum Standard. Including any audit
quality findings.
Auditor tenure
In line with Provision 25 of the Audit Committees and
the External Audit: Minimum Standard, the Committee
considers it important that the length of tenure of
the external auditor is clearly disclosed within the
Audit Committee report to support transparency
forshareholders.
Deloitte LLP has been the Group’s statutory
auditor since the audit of the financial year ended
31March2023, following a formal tender process.
Thelead audit partner is Rizwan Majid.
The Committee considers that clear disclosure of
auditor tenure assists shareholders in assessing auditor
independence and objectivity over time.
The Committee remains satisfied that the length of
Deloitte’s tenure does not impair independence or
audit effectiveness, taking into account applicable
partner rotation requirements, the Committee’s
assessment of audit quality and performance, and the
safeguards in place.
No matters were requested by shareholders to be
covered in the audit during the year.
Strategic report Governance Financial statements Shareholder information
59 – CMC Markets plc – Annual Report and Financial Statements 2026
Group Audit Committee report continued
Non-audit services policy
The Group has established relationships with a number
of independent advisory and assurance firms, which
provide appropriate alternatives to the use of the
external auditor for non-audit services.
No non-audit services were provided by Deloitte
LLP during the year. As a result, no non-audit fees
were incurred, and the Committee is satisfied that the
independence and objectivity of the external auditor
were not compromised.
The Group’s audit and audit-related fees are disclosed
in note 9 of the Financial Statements. Audit-related
services, where applicable, are limited to those that are
closely related to the statutory audit and are permitted
under the FRC’s Ethical Standard.
To safeguard auditor independence, the Committee
operates a formal policy governing the engagement of
the external auditor for non-audit services. The policy is
reviewed periodically by the Committee. Any proposal
to engage the external auditor to provide non-audit
services would require prior approval by the Committee
and would be assessed against the requirements of the
Ethical Standard.
Priorities for financial year 2027
For the financial year 2027, the Committee’s priorities
will be centred on the following areas of focus, reflecting
the matters and themes considered during the year.
The Committee will remain focused on the integrity of
the Group’s financial reporting, including the application
of appropriate accounting policies, significant
judgements and the quality of related disclosures. It
will also continue to oversee management’s actions to
strengthen financial reporting controls, supporting clear
accountability and a culture of transparency.
The Committee will maintain oversight of the Group’s
preparations for Provision 29 of the 2024 UK Corporate
Governance Code which applies for the reporting
period beginning 1 April 2026. This will include the
matters within the Committee’s remit and the additional
disclosures relating to the monitoring and effectiveness
of the risk management and internal control framework.
The Group has established a dedicated project to
support implementation of the Provision 29 changes,
with regular reporting to the Committee and Board
throughout the financial year 2027 cycle as appropriate.
Main activities during the financial year
Agendas for scheduled Committee meetings are based on a pre-agreed annual meeting planner to ensure
that the Committee fulfils its responsibilities in line with its terms of reference and regulatory obligations.
At each scheduled meeting, the Committee:
– Receives a report from the Group Head of Finance on the
year-to-date financial performance of the Group.
– Receives an update on current and planned internal audits
and any internal audit issues highlighted in completed
audit reports.
– Receives a Group tax update.
– Receives an update on significant accounting judgements.
– Receives a CASS update.
May 2025
– Receive an update on the progress of the year-end audit.
– Approve significant accounting judgements.
– Review progress on the preparation of the Annual Report
and Accounts.
– Recommend to shareholders the reappointment of
DeloitteLLP as auditors.
– Receive an update on the internal controls project.
60 – CMC Markets plc – Annual Report and Financial Statements 2026
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June 2025
– Considered the year-end audit findings and final audit
report, including significant audit and accounting
matters, remediation progress and improvements in the
audit process.
– Reviewed the Annual Report and Accounts, including
going concern, viability, principal risks, IFRS disclosures
and presentation matters.
– Recommended the Annual Report and Accounts to the
Board as fair, balanced and understandable.
– Reviewed impairment assessments, provisions, litigation
and claims, and other key accounting judgements.
– Considered regulatory matters, including CASS
compliance, overseas audits and engagement
withregulators.
– Received updates on Digital Operational Resilience
Act (DORA) implementation, auditfindings
andremediation plans.
– Reviewed internal audit reports and progress against the
internal audit plan.
– Considered tax matters, Mutual Agreement Procedure
claim and other significant taxdevelopments.
July 2025
– Reviewed progress on the internal controls project,
including remediation of control observations and
preparations for future Code requirements.
– Considered the recommendation of the final dividend and
related distributable reserves.
– Received updates on CASS audits, breaches, remediation
plans and new product approvals.
– Reviewed the External Auditor’s audit progress, and
overseas audits.
– Considered updates on internal audit activity, open
remediation actions and resourcingchallenges.
October 2025
– Reviewed and approved the External Auditor’s FY26 audit
plan, including significant risk areas, audit scope and fees.
– Considered progress on audit remediation, internal
controls, ESG governance and sustainability
reportingarrangements.
– Received updates on DORA Phase 2 implementation and
ongoing regulatory engagement.
– Considered significant tax matters, including updates
to the Group tax strategy, transfer pricing and ongoing
tax projects.
– Reviewed internal audit reports issued during the period
and progress against the internal audit plan.
– Considered the MLRO Annual Report and financial crime
control framework.
November 2025
– Reviewed the half year interim results, including key
accounting judgements, provisions, going concern and
post balance sheet events, and recommended the results
to the Board for approval.
– Considered the proposed interim dividend and confirmed
the availability of sufficient distributable reserves
andliquidity for the payment.
– Reviewed System and Organisation Control (SOC)
reporting and assurance proposals, including scope,
costsand alignment with other assuranceinitiatives.
– Received updates on StrikeX and other new business
initiatives, including associated accounting and
controlconsiderations.
– Considered updates on litigation, regulatory investigations
and major customer complaints.
– Undertook the annual evaluation of the External
Auditor’sperformance.
January 2026
– Reviewed progress on internal controls and preparations
for Provision 29, including management workshops and
control testing plans.
– Received updates on CASS planning, client
money migration, regulatory focus areas and audit
scope changes.
– Considered progress on Group entity restructuring
project, including entity transfers, valuation matters and
regulatory capital considerations.
– Received updates from Internal Audit on completed
reviews and outstanding remediation actions.
March 2026
– Reviewed an update on litigation matters, progress on
CASS audit and remediation matters and the internal
controls project.
– Reviewed the Internal Audit plan for 2026-2027 and the
Internal Audit Charter.
– Received an update of preparation of the Full Year 2026
Annual Report and Accounts.
Strategic report Governance Financial statements Shareholder information
61 – CMC Markets plc – Annual Report and Financial Statements 2026
Group Audit Committee report continued
Significant matters considered during the year
Role of the Committee Responsibilities discharged Conclusion or action taken
Going concern and long-term viability
It is required that the Directors make statements in the
Annual Report as to the going concern and longer term
viability of the Group.
The Committee reviewed reports from management that assessed the impact of various
stress tests and longer-term business risks to determine how the Group would be able to
remain viable through periods of liquidity or capital stress.
Following challenge of management on the individual scenarios and impacts
thereof, the Committee agreed to recommend the going concern and viability
statement to the Board for approval.
Control improvements and remediation
The Committee oversaw the Group’s programme to
strengthen internal controls and remediate identified control
weaknesses, including preparations for compliance with
Provision 29 of the UK Corporate Governance Code and the
development of a System and Organisation Controls (SOC)
framework.
The Committee received regular updates from management on progress against internal
control improvement and remediation activities, including remediation of prior-year control
observations. The Committee reviewed management’s programme to identify and assess
material controls in support of future compliance with Provision 29, including approaches
to control documentation, testing and assurance, and management workshops
held during the year. In addition, the Committee considered proposals to develop a
SOC reporting and assurance framework, including the scope, roadmap, resourcing
requirements, costs and timelines, and discussed how the SOC initiative aligned with other
regulatory and assurance programmes, including DORA.
The Committee was satisfied that appropriate progress was being made to
further enhance the internal control environment and to support readiness
for Provision 29. The Committee supported the development of the SOC
framework as a key focus area during the year and agreed to continue to monitor
progress on control improvements and remediation through regular updates
from management.
Review of audit and control matters in key subsidiaries
The Committee reviewed management’s response and
proposed remediation programme arising from historic
margin discounting practices in an Australian subsidiary and
the creation of an appropriate provision for potential client
remediation costs.
The Committee also reviewed controls, accounting and
audit issues in a joint venture entity and the valuation
applied to that subsidiary and potential impairment of the
carried value.
The Committee reviewed the actions required to meet the regulator’s client remediation
expectations for inclusion in the Half-Year 2026 results and the creation of a provision for
remediation costs.
The Committee assessed management’s proposals to remediate the controls and
accounting issues in the joint venture entity and carrying value of the entity.
The Committee approved the creation of a provision and associated disclosures
in the financial statements for the Australian subsidiary matter.
The Committee approved management’s proposals to align the joint venture
with the Group’s accounting processes and internal control environment and
updates to the audit arrangements for the entity.
62 – CMC Markets plc – Annual Report and Financial Statements 2026
Governance Shareholder informationFinancial statementsStrategic report
Role of the Committee Responsibilities discharged Conclusion or action taken
Internal Group Reorganisation Plans
The Committee closely monitored the progress of
proposals to undertake a wide-ranging internal review of
the Group entity structure, to more closely align entities
with management operations within the Group, improve
regulatory capital efficiency and reduce duplication of
compliance obligations across regulated entities.
The Committee received regular progress updates from management on the
implementation of the Group entity restructuring project. The Committee provided support
and guidance on the structure of the project and supported the engagement of external
advisers to bring specialist knowledge and additional resource to implement the project.
The Committee provided impetus for the project to be accelerated to realise the
benefits of the project for the Group and approved project milestones and the
engagement of external support to drive the project forward.
Review of interim results and Annual Report and Financial Statements
The Committee is responsible for considering the Annual
Report and Financial Statements and providing challenge
to management and the external auditor on significant
accounting judgements and treatments.
These significant judgements included the capitalisation of
expenditure on internally-generated intangible assets and
an assessment of any impairment to the carry amount of
these assets.
The Committee considered the appropriateness of disclosures made in the 2026
Annual Report and Financial Statements with reference to the reporting and corporate
governance framework and discussed significant areas of judgement and areas of
estimation uncertainty with management and the external auditor.
The Committee reviewed the approach to capitalisation of internally-generated
intangible assets which rely on judgement whether expenditure qualifies for recognition in
accordance with IAS 38.
The assessment of any impairment of these internally-generated intangible assets also
involves a high degree of management judgement and includes the review of forecasts to
support value-in-use assessments.
Key areas of judgement were considered by the Committee for inclusion in the
Annual Report and Financial Statements.
The Committee concluded that the capitalisation of expenditure was
appropriate and in accordance with IAS 38.
The Committee concurred with management’s assessments regarding any
impairments on intangible assets.
Further detail on the approach to intangible assets is provided in note 13 to the
financial statements.
Stuart Manning
Chair of the Group Audit Committee
15 June 2026
Strategic report Governance Financial statements Shareholder information
63 – CMC Markets plc – Annual Report and Financial Statements 2026
Group Risk Committee report
Supporting growth through disciplined
risk management
Dear shareholder,
As the Chair of the Group Risk Committee (the
“Committee”), I am pleased to present the Committee
report for the year ended 31 March 2026, which
describes our activities during the year.
The Group Risk Committee assists the Board in
overseeing the Group’s approach to risk management,
including the ongoing review of Enterprise Risk
Management, Risk Appetite Statement and the
effectiveness of risk management systems and internal
controls across the Group.
During the year, the Committee’s work reflected the
increasing complexity of the Group’s operations, driven
by continued business change, product development
initiatives and geographic diversification. This included
oversight of risks arising from strategic transformation,
expansion into new jurisdictions, and the introduction
of new products and platforms. These developments
continue to influence the Group’s principal risks and will
remain embedded within the Group’s risk profile in the
next financial year.
Responsibility for setting the Group’s Risk Management
Framework and risk appetite remains with the Board.
The Committee supported the Board by reviewing
proposed changes to the Risk Appetite Statement,
monitoring performance against established risk
tolerances and advising on risk strategy.
Over the year, the Committee focused on the ongoing
enhancement of the Enterprise Risk Management
framework, including the redesign and calibration of key
risk indicators and the implementation of improved risk
monitoring and reporting tools.
The Committee actively monitored the effectiveness of
risk management and internal control arrangements,
with particular emphasis on business change and
strategic risk, operational resilience, cyber risk, financial
risk and financial crime. A recurring focus was placed
on the governance, prioritisation and delivery of key
change programmes, including remediation initiatives,
regulatory-driven projects and technology upgrades.
The Committee reviewed the status of projects rated
outside of risk appetite, challenged management on
remediation plans and supported the introduction of
revised delivery and oversight arrangements to improve
execution and risk ownership.
Given the evolving external environment, the
Committee considered the potential impacts of market
volatility, geopolitical developments and regulatory
change on the Group’s risk profile. It received regular
updates on the regulatory landscape across multiple
jurisdictions, regulatory engagement activity and
licence applications, including developments relating
to crypto-asset activities, exchange-traded derivatives
and prudential regulation. The Committee also oversaw
the Group’s preparedness for upcoming regulatory
requirements, including workstreams linked to DORA
and the UK Corporate Governance Code.
Members and attendance
Clare Francis
Committee Chair
Sarah Ing
Senior Independent Director
Paul Wainscott
Chairman
Stuart Manning
Independent Non-Executive Director
Emma Earp
Independent Non-Executive Director
—
Attended meeting
Did not attend meeting held during tenure
Stuart Manning joined the Board on 1November 2025.
Emma Earp joined the Board on 1April 2026.
Clare Francis
Independent Non-Executive Director and
Chairofthe Group Risk Committee
64 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Financial risk oversight remained a key area of
focus. The Committee reviewed counterparty credit
risk, liquidity risk, market risk and capital adequacy
throughout the year, including stress testing outcomes
and scenario analysis. It considered updates to the
Group’s Internal Capital and Risk Assessment (ICARA),
ICARA (Liquidity) and Contingency Funding Plan,
including changes in capital requirements, liquidity
adequacy, large exposures and funding arrangements.
The Committee also reviewed the impact of increased
trading volumes, market conditions and business
growth on capital and liquidity, and supported
management in embedding enhanced forecasting
andmonitoring capabilities.
Cyber risk and operational resilience were discussed at
each meeting. The Committee oversaw enhancements
to cyber defence capabilities, incident response
planning, third-party risk management and the rollout
of mandatory authentication controls across platforms.
It also considered emerging cyber threats, including
those driven by increased use of artificial intelligence,
and monitored management’s actions to strengthen
control frameworks and assurance processes.
Financial Crime and Consumer Duty matters remained
prominent throughout the year. The Committee
reviewed progress against AML and financial crime
remediation programmes, oversight of suspicious
activity reporting, fraud prevention measures and
enhancements to source-of-wealth and client
monitoring processes. Consumer Duty continued to
be monitored during the year through ongoing review
of management information and reporting. Oversight
of Consumer Duty operates primarily at the regulated
subsidiary level, where it is embedded within day-to-
day operations and monitored by the relevant Senior
Manager Function role holders, with updates reported
to the Group Risk Committee as part of its wider risk
and regulatory oversight.
The Committee also reviewed principal, emerging
and other risks during the year, including payroll and
remuneration matters, outsourcing and third-party
risks, data and model risk, regulatory consultations and
litigation matters. These risks were assessed within
the context of the Group’s overall risk appetite, with
mitigating actions tracked and challenged as required.
The Group’s approach to risk management, together
with the principal risks and uncertainties faced by the
Group and how they are managed, is set out in the Risk
Management section of the Strategic Report set out on
pages 20 to 27.
Principal responsibilities of the
Group Risk Committee
The key responsibilities of the Committee include:
– monitoring the Group’s risk appetite, tolerance
andstrategy;
– review and recommendation of the Risk Appetite
Statement and Risk Management Framework;
– provision of advice and recommendations to the
Board to assist in Board decision-making in relation
to risk appetite and risk management;
– oversight of financial and liquidity risks including the
responsibilities of the risk management functions;
– review, challenge and recommendation to the Board
with regard to the Group ICARA, ICARA(L) and CFP;
– oversight of, and recommendations to the Board on,
current risk exposures and future risk strategy;
– consideration of the Group’s principal and emerging
risks and related disclosures in the Annual Report
and Financial Statements;
– review of the risks associated with proposed
strategic initiatives;
– approval of the annual risk plan;
– consideration of the Group’s compliance framework;
– review of risk taking by Directors and senior
management as it impacts their remuneration
incentives; and
– consideration of the Group’s compliance with
regulations and how management acts on any
newobligations.
The Committee’s terms of reference can be found on
the Group’s website (www.cmcmarkets.com/group/
about-us/governance/committees).
Composition and attendance
The Committee is chaired by Clare Francis, with Sarah
Ing, Stuart Manning and Paul Wainscott as members.
Emma Earp joined the Committee on 1 April 2026.
All members were considered independent during
the year. Details of the skills and experience of the
Committee members are set out in their biographies
onpages 48 to 49 of this Annual Report.
In line with the FCA announcement, the consumer duty
champion role is no longer mandatory but the Company
has maintained appropriate oversight of consumer
outcomes, risks and product governance, The Boards
of our regulated subsidiaries have remained fully
accountable for ensuring compliance, assurance and
monitoring. The Committee receives Consumer Duty
monitoring and MI at each meeting to provide Group
level oversight of Consumer Duty matters.
The Committee held six scheduled meetings during the
year and attendance by Committee members is shown
on page 64.
As part of the Board effectiveness review process,
the Board has conducted a focused review during the
year, including consideration of the effectiveness of the
Group Risk Committee.
The Chief Executive Officer, Executive Director, Chief
Operating Officer, Head of the ANZ business, Head
of Global Strategic Partnerships, Group Head of Risk,
Company Secretary and representatives of Deloitte
LLP attended Committee meetings by standing
invitation. Representatives from other areas of the
business attend meetings as appropriate, depending
on the matters underconsideration.
The Committee Chair also holds regular meetings with
Executive Directors, the Company Secretary and other
members of Executive and senior management. During
the year, the Committee Chair engaged with Grant
Thornton UK LLP in relation to the Group’s outsourced
third line internal audit activities, and with the external
auditor, Deloitte LLP.
For further details please refer to Group Audit
Committee report on page 58.
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65 – CMC Markets plc – Annual Report and Financial Statements 2026
Group Risk Committee report continued
Main activities during the financial year
During the year, the Committee’s key activities included:
June 2025
– Review of the Group’s principal risks, risk appetite monitoring and enhancement of KRIs,
including challenge of remediation plans for projects outside appetite.
– Operational, financial crime and outsourcing risks.
– Oversight of offshore and outsourcing arrangements, covering client onboarding, due
diligence and regulatory compliance.
– Review of AML remediation, fraud and third party risks, including compensating controls.
– Review of principal, emerging and other risks, including fraud prevention, third party
supplier risk and client communication processes.
– Review of credit, counterparty and liquidity risks, including enhancements to
liquidityforecasting.
– Annual planning for the Group ICARA, including capital adequacy and
fundingarrangements.
– Review of draft Annual Report risk disclosures, effectiveness of internal controls and
quarterly compliance update, including Consumer Duty.
– Review of the ERM framework project.
– Annual review of effectiveness of the Group’s risk management and internal
control systems.
– Review of the annual risk plan.
– Compliance update (including Consumer Duty).
July 2025
– Review of business change and strategic risks, including project prioritisation, delivery
governance, capacity constraints and transformation and remediation programmes.
– Review of emerging risks, including cyber threats, AI-related risks and model risk.
– Oversight of financial crime and market abuse risks, including AML remediation,
suspicious transaction reporting and regulatory correspondence.
– Review of financial risk and capital and liquidity positions, including ICARA and
LATR updates.
– Oversight of regulatory engagement and progress in closing audit findings in overseas
entities, together with a quarterly compliance update including Consumer Duty.
October 2025
– Review and challenge of the Risk Appetite Statement and monitoring of risks
against appetite.
– Oversight of business change and strategic risks, including ensuring maintenance of
appropriate capital and liquidity to support growth in overseas entities in line with risk
appetite and regulatory requirements.
– Review of cyber risk and operational resilience, including incident response planning and
authentication controls.
– Oversight of financial crime and AML risks, including fraud prevention.
– Review of DORA gap analysis and remediation planning.
– Review of financial risk, including market, counterparty and liquidity risk.
– Oversight of regulatory developments, licensing activity (including crypto), Consumer
Duty implementation and approval of the Group ICARA and ICARA (Liquidity).
66 – CMC Markets plc – Annual Report and Financial Statements 2026
Governance Shareholder informationFinancial statementsStrategic report
November 2025
– Review of risk governance and assurance arrangements in light of developments in the
UK Corporate Governance Code.
– Review of the Group’s principal, emerging and other risks, including half-year disclosures.
– Continued oversight of business change, strategic initiatives, new products and
expansion activities.
– Review of cyber risk management and regulatory expectations, including
“DearCEO”communications.
– Review of financial crime, AML remediation and related assurance activity.
– Review of client complaints, any redress arrangements and regulatory engagement.
– Review of operational risk indicators, progress on the introduction of new risk
management reporting software and the annual notional position limits summary.
– Review of financial risk and compliance matters across jurisdictions, including crypto-
licensing developments.
January 2026
– Review of client classification methodology and assessing related quality
assurance outcomes.
– Review of model risk management, including documentation standards and identified
improvement areas.
– Review of product suitability, financial promotions and vulnerable client assessments.
– Review of the Group’s top risks, with continued focus on business change, strategic
initiatives and major delivery programmes.
– Review of financial risk and liquidity management, funding arrangements, hedging
strategy and large exposure remediation.
– Review of an ICARA addendum, including updates to the business model assessment
and capital and liquidity projections.
– Oversight of cyber, financial crime and AML risks and associated control frameworks.
– Review of principal, emerging and other risks, including DORA, payroll processing,
licensing developments and platform risks.
– Review of regulatory correspondence and a compliance update, including Consumer
Duty and best execution remediation.
March 2026
– Review of Operational Risk and Group Risk Appetite Statement KRIs.
– Approved updates to the ERM and Risk Appetite Statement.
– Reviewed ICARA Stress Testing and Business Model Assessment.
– Reviewed the Annual AML Risk Assessment.
Strategic report Governance Financial statements Shareholder information
67 – CMC Markets plc – Annual Report and Financial Statements 2026
Operation of the Committee
The Committee operates in accordance with an annual
calendar, which is aligned to its terms of reference.
The Committee Chair is supported by the Company
Secretary in setting the agenda for each meeting,
ensuring that relevant matters are considered in line
with the Committee’s responsibilities.
Following each meeting, the Committee Chair
reports to the Board on the Committee’s activities,
key discussions and conclusions, and makes
recommendations to the Board, and to other Board
Committees where appropriate.
At management level, the Group operates an
Executive Risk Committee (“ERC”) as part of the
Group’s governance framework. The ERC supports
the Executive Directors in identifying, monitoring and
assessing risks arising from the Group’s business
activities and external environment, and in considering
appropriate mitigation actions in respect of principal
and emerging risks. The ERC reports to the Executive
committee as on page 54.
Matters discussed at the ERC and the Executive
Committee, as part of the first line of defence, are
escalated to the Group Risk Committee through
regular reporting by the Head of Risk. This enables the
Committee to provide effective oversight and challenge
in relation to the Group’s risk profile, risk management
and internal control arrangements.
Risk Management Framework
During the year, the Committee reviewed and oversaw
enhancements to the Group’s risk management
systems and frameworks as part of its ongoing
responsibilities for risk oversight.
The Committee monitored the continued development
and embedding of the Group’s Enterprise Risk
Management (“ERM”) framework, including
enhancements to the Risk Management Framework
and the Risk Appetite Statement. This included oversight
of the redesign and calibration of key risk indicators,
improvements to risk monitoring and reporting, and the
implementation of enhanced governance processes to
support consistent risk identification, assessment and
escalation across the Group.
The Committee also reviewed the effectiveness of
the Group’s financial risk management arrangements
during the year, including liquidity, capital, credit
and counterparty risk management processes.
This included continued oversight of stress testing,
scenario analysis, liquidity adequacy assessments
and contingency funding arrangements through its
review of the Group’s ICARA, ICARA (Liquidity) and
related addenda.
In addition, the Committee oversaw enhancements
to operational risk management, including the
implementation of improved tools and processes to
support risk and incident tracking, as well as oversight
of cyber risk management, outsourcing and third-party
risk, and financial crime risk controls. The Committee
received regular updates on tracked and emerging risks
and challenged management on the effectiveness of
mitigation actions and control improvements.
The Committee also reviewed the effectiveness of
the Group’s risk management and internal control
arrangements in the context of the Group’s external
disclosures, including its review of principal risks and
related disclosures in the Annual and interim reports.
Further details of the Group’s approach to risk
management and the operation of the risk management
systems are set out in the Risk Management section of
the Strategic Report on pages 20 to 27.
Risk appetite and exposure
As part of its oversight of current risk exposures and the
Group’s future risk appetite and strategy, the Committee
reviewed and challenged the risks associated with
significant business activities, transformation initiatives,
new products and geographic expansion, together
withthe effectiveness of risk mitigation and
monitoringarrangements.
Throughout the year, the Committee monitored the
Group’s principal emerging and other risks, emerging
risks and risk exposures, with a particular focus on
business change and strategic risks, operational
resilience, cyber risk, financial risk and regulatory
risk. The Committee received regular and detailed
management reporting across the risk profile and
routinely invited members of senior management to
present on specific risk topics, emerging issues and
the operation of risk management practices across
the Group.
During the year, the Committee reviewed and
challenged the Group’s Risk Appetite Statement
and the measurement of risk against appetite,
including updates to risk tolerances, the redesign and
calibration of key risk indicators and enhancements
to risk escalation processes. The Committee also
reviewed principal, emerging and other risks, including
risks arising from large transformation programmes,
outsourcing and offshore arrangements, cyber
security developments, model risk, financial crime and
regulatory change.
The Committee oversaw the Group’s financial
risk profile, including liquidity, capital, credit and
counterparty risk, through its review of periodic financial
risk reporting and stress testing. In this context, the
Committee reviewed and recommended the Group’s
Internal Capital and Risk Assessment (“ICARA”), ICARA
(Liquidity) and Contingency Funding Plan (“CFP”),
including related updates and addenda, to the Board
for approval.
Risk management and
internal controls
The Group Risk Committee and the Group Audit
Committee support the Board in overseeing the
Group’s risk management and internal control
framework. Each Committee reviews matters within its
remit and receives regular reports from management,
relevant second-line functions and, as appropriate,
internal and external assurance providers. The
Chairs of the Group Risk Committee and Group Audit
Committee provide regular updates to the Board on
key areas of focus, significant matters discussed and
conclusions reached.
Throughout the year, the Group operated a system
of internal control designed to provide reasonable
assurance over the effectiveness of operations,
compliance with applicable laws and regulations, and
the integrity of financial and operational reporting.
Processes are in place to identify, assess and manage
the principal and emerging risks facing the Group, with
roles and responsibilities for risk management and
internal control clearly defined across the three lines
of defence.
Group Risk Committee report continued
68 – CMC Markets plc – Annual Report and Financial Statements 2026
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During the year, the Group Risk Committee received
and reviewed management reporting on the operation
of the risk management framework and internal
controls, including updates on current risk exposures,
tracked and emerging risks, incidents and remediation
activity. This included oversight of enhancements to
risk monitoring and reporting, including updates to
the Risk Appetite Statement, the enhancement and
calibration of key risk indicators, and progress on
improved governance and tooling to support risk and
incident tracking.
The Committee monitored management’s actions
to address identified control enhancement plans
across a range of risk areas, including financial and
liquidity risk management (through oversight of ICARA,
ICARA (Liquidity) and related updates), cyber and
operational resilience (including enhancements to
cyber preparedness and authentication controls), and
financial crime and compliance controls (including AML
remediation, market abuse controls and compliance
monitoring outcomes). Progress against action plans
was tracked and challenged through regular reporting
to the Committee.
During the year, the Committee considered the
changes introduced by the UK Corporate Governance
Code 2024, effective for the current reporting
period, and the implications for the Group’s control
effectiveness assurance processes and related
external disclosures ahead of the application of
Provision 29 from the next financial year. In this context,
the Committee supported management’s preparatory
work by continuing to strengthen risk and control
monitoring, reporting and governance arrangements
to underpin future Board reporting. The Group Audit
Committee provides the key focus and leadership on
the implementation of Provision 29.
Regulatory compliance
The Committee receives regular reporting of
second- line compliance assurance activity, details
of regulatory change both in the UK and in other
jurisdictions that will have a significant impact on the
Group, the assessment of key financial crime controls
and details of correspondence with our regulators. In
the year under review, this included further embedding
of the FCA Consumer Duty within our processes,
engagement with local regulators in respect of a licence
application and variation of permissions for offshore
entities, and meetings held with regard to a number of
audit issues identified in an operational subsidiary that
require additional resource to address and close within
agreedtimescales.
Priorities for financial year 2026/27
In the year ahead it is anticipated that geopolitical risk
will remain heightened and the challenging economic
environment volatility will continue. The Committee
will pay close regard to impacts of the external
environment for our business and customers, and focus
on risks related to the Group’s delivery of its strategic
objectives. The Committee will also continue to provide
oversight and challenge of new developments in client
and product offerings and any further geographical
expansion plans.
The Committee will continue to constructively
challenge management, will ensure that a robust risk
culture remains in place across the business and will
undertake deep dives on any areas of specific risk to
inform its deliberations.
The Committee will maintain its active role in advising
the Board on risk matters and monitoring the risks
associated with regulatory change and the impact that
any changes could have on the Group.
Clare Francis
Independent Non-Executive Director
and Chair of the Group Risk Committee
15 June 2026
Strategic report Governance Financial statements Shareholder information
69 – CMC Markets plc – Annual Report and Financial Statements 2026
Nomination Committee report
Building leadership capability
Dear shareholder,
I am pleased to present the Nomination Committee (the
“Committee”) report, which summarises the work of the
Committee during the year ended 31 March 2026.
Throughout this period the Committee has continued its
review of the composition of the Board and succession
planning at both Board and senior management level,
with changes made to retain the appropriate balance
of skills, experience and independence to support the
growth of the business and strengthen our controls and
risk processes.
Further information on our activities and our priorities for
the next year is provided on the following pages.
Principal responsibilities of the
Nomination Committee
The Committee is responsible for keeping under review
the composition of the Board and senior management,
succession planning, appointments to the Board,
the Board performance evaluation process, and the
Group’s People Strategy.
Key roles and responsibilities of the Committee include:
– evaluating and reviewing the structure, size and
composition of the Board including the balance of
skills, knowledge, experience and diversity of the
Board, and keeping under review the leadership
needs of the Company to ensure its continued ability
to compete effectively in the marketplace;
– ensuring plans are in place for both an orderly and
emergency succession in relation to the Board
and senior management and overseeing the
development of a diverse pipeline for succession,
taking into account the challenges and opportunities
facing the Company and the skills and expertise
needed in the future;
– identifying and nominating suitable candidates
for appointment to the Board including evaluating
the balance of skills, knowledge, experience and
diversity on the Board and preparing a description of
the role required for a particular appointment;
– overseeing the Board evaluation process and, in
analysing the results of the evaluation, identifying
whether there are any skill gaps or opportunities to
strengthen the Board;
– assessing the Board Directors’ conflicts of interest;
– assessing and keeping under review the
independence, time commitment and engagement
of each of the Non-Executive Directors; and
– overseeing the Group’s People Strategy including
talent management, diversity and inclusion and
workforce engagement.
The Committee’s full terms of reference are available on
the Group’s website: www.cmcmarkets.com/group/
about-us/governance/committees.
Composition and attendance
The Committee is chaired by Paul Wainscott with
Clare Francis, Sarah Ing and Stuart Manning as
members. All of the Committee’s members were
considered independent Non-Executive Directors
during the financial year. James Richards chaired the
Committee until 24 July 2025, stepping down following
appointment of Paul Wainscott. On 1 April 2026 Emma
Earp also joined the Committee.
The Committee met five times during the year under
review and attendance levels for the members are
shown on page 70. In addition to the members of the
Committee, the Chief Executive Officer, Company
Secretary and Head of Human Resources attend by
invitation when it is considered appropriate.
Members and attendance
Paul Wainscott
Committee Chair
Sarah Ing
Senior Independent Director
Stuart Manning
Independent Non-Executive Director
Clare Francis
Independent Non-Executive Director
Ex-members
James Richards
Ex-Chairman
Attended meeting
Did not attend meeting held during tenure
Stuart Manning joined the Board on 1 November 2025.
Emma Earp joined the Board on 1 April 2026.
James Richards retired from the Board at the conclusion
ofthe AGM on 24 July 2025.
Paul Wainscott
Chairman and Chair of the NominationCommittee
70 – CMC Markets plc – Annual Report and Financial Statements 2026
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Board appointments
The Committee leads the process to consider Board
appointments and makes recommendations to the
Board once appropriate candidates have been found.
The Committee will review the process for recruitment,
including whether an external search agency will be
used, the role specification and capabilities required for
the role (taking into account the current balance of skills
and experience on the Board) and potential candidates
both inside and outside the organisation, ensuring a
diverse pool of candidates are considered.
The Committee will also manage the structure of
the interview process, referencing requirements
and engagement with the Board and other Board
Committees as appropriate.
Paul Wainscott was appointed as the Chairman from
within the existing Board following a formal process led
by the Nomination Committee, comprising independent
Non-Executive Directors. Paul was considered to be
independent on appointment by the Committee. While
an external search consultancy was not used, the
Board is satisfied that the appointment process was
rigorous, objective and consistent with the principles
of good governance and reflective of the knowledge
and experience of the business obtained by Paul while
serving on the Board for more than eight years.
Following the appointment of Paul Wainscott as
Chairman and Chair of the Nomination Committee on
24 July 2025, the Board appointed Sarah Ing as Senior
Independent Director with effect from 1 September 2025.
Stuart Manning joined the board as a Non-Executive
Director of the Company on 1 November 2025. He
also assumed the position of Chair of the Group Audit
Committee and became a member of the Nomination,
Remuneration and Risk Committees with effect from
that date. The Company is pleased to welcome Stuart
to the Board and his extensive experience in financial
management, governance and risk oversight will greatly
contribute to the success of the Group.
The Board also welcomed Emma Earp who joined the
Board on 1 April 2026, bringing extensive experience
in banking and financial transactions to support the
Group’s strategy. Emma also joined the Nomination,
Remuneration, Audit and Risk Committees with effect
from that date.
Non Executive Director
appointment and
induction process
During the year, the Nomination Committee led a
robust and transparent process for the appointment
of Stuart Manning and Emma Earp as independent
non-executive directors. The Committee
assessed the Board’s existing composition,
skills and succession requirements, taking into
account the Company’s strategy, culture, diversity
objectives and the evolving needs of the business.
Candidateswere identified through the Company’s
internal processes and assessed against the
requirements of the role using agreed selection
criteria, including an assessment of skills required
on the Board, governance expertise, independence,
leadership capability and cultural fit.
Upon appointment a structured induction
programme to support their integration into the
Board and provide an understanding of the Group’s
business and governance framework. The induction
included meetings with Board members and senior
management and briefings on the Group’s strategy,
financial and operational performance.
Executive versus Non-Executive Director on the
Board would be appropriate, taking into account
the current scale and needs of the Group. This
change was implemented during the year. No other
recommendations identified by the external evaluation
were considered by the Committee for implementation.
These recommendations included the creation of a
Board level CFO position, appointment of a technology-
focused NED, alternative approaches to strategy
discussions, committee and agenda structures and
enhanced collaboration between Non-Executive and
Executive Directors which the Committee concluded
did not align with the preferred operational structures of
the business. For Full Year 2026 an internally facilitated
Board performance evaluation was conducted
by the Chairman and supported by the Company
Secretary. This internal performance evaluation
noted and reflected on the findings and themes of the
external review from the previous year. The format of
the evaluation was the completion of a questionnaire
seeking viewpoints on the operation and effectiveness
of the Board and each of its Committees. Based on the
output of the questionnaire the Company Secretary
presented a report to the Committee including some
areas for further review during the year. Based on
the review and discussion by the Committee it was
agreed that the Board and each Committee was
operating effectively, with the themes of both the
external and internal evaluation be kept under review
bytheCommittee.
The Committee discussed the performance and time
commitment of each Non-Executive Director and
agreed that they all continued to make the expected
contribution to the Board and its Committees
and no concerns were raised in relation to their
othercommitments.
The Senior Independent Director led the Non-Executive
Directors in evaluating the performance of the Chairman
at a meeting of the Nomination Committee without
Paul Wainscott present. The Nomination Committee
concluded that the Chairman had continued to provide
strong leadership to the Board.
Shareholders have the opportunity to annually vote
on resolutions proposing each Director for re-election
(or election if they have joined the Board since the last
AGM) at the AGM.
The appointment of Stuart and Emma was facilitated
through utilising existing networks and relationships
held by Non-Executive Directors and an external search
agency was not engaged as set out under Provision
20 of the Code. This approach reflected that, with the
unique ownership structure of the Group, a specific
profile of Non-Executive Director is sought to operate
effectively with the business. Potential candidates for
the Non-Executive Director role were identified by the
current Non-Executives based on their knowledge of
these more bespoke requirements of the Company.
As previously reported, David Fineberg and Matthew
Lewis stepped down from the Board on 24 July 2025
and Laurence Booth joined the Board on 5 June 2025.
Laurence Booth was an existing member of the
Executive Committee prior to his appointment as an
Executive Director. Details of the Directors standing for
election/re-election at the 2026 AGM are included in
the Notice of AGM and information on each Director’s
contribution to the Group is included in their biography
on pages 48 to 49 of this report. The Committee
considers whether to recommend Directors for election
or re-election and has done so in relation to all Directors
standing at the 2026 AGM. As announced on 4 June 2026,
Clare Francis will step down from the Board at the
conclusion of the 2026 AGM.
Board evaluation
The Committee is responsible for agreeing the annual
Board and Committee performance evaluation
process, reviewing its results and reporting on the
conclusions and recommendations to the Board.
The Board performance evaluation for Full Year 2025
was undertaken by an external independent party,
Egon Zehnder. Egon Zehnder is independent of the
Company and has no other commercial arrangements
with the Company or its Directors.During the current
year, the Committee considered the findings and
conclusions from that evaluation. Following its review
of the areas identified, the Committee recommended
to the Board that a reduction in the proportion of
Strategic report Governance Financial statements Shareholder information
71 – CMC Markets plc – Annual Report and Financial Statements 2026
People Strategy
The Committee has worked closely with the Executives
to consider the Group’s approach to People Strategy,
including matters raised by employees and reported to
the Committee.
During the year there was no designated Non-Executive
Director with responsibility for workforce engagement,
director appointed by the workforce or a formal
workforce advisory panel as set out by Provision 5.
Following Susanne Chishti’s resignation from the
Board at the 2024 AGM, the role of Non-Executive
Director with responsibility for workforce engagement
was not immediately refilled while the governance
implications of the Group’s diversification strategy were
reviewed, including how best to strengthen delivery of
that strategy.
The review considered the Board’s size and focus in
supporting the strategy, alongside the role, composition
and effectiveness of ExCo, and the Group’s overall
corporate structure.
While the Company continues to be in the process
of identifying a replacement, with the intention of
appointing a non executive director to the role, the
Human Resources function provided updates on
employee engagement matters, including employee
feedback, engagement activities and the outcomes
of workforce surveys as an alternative arrangement
to meet the Provision 5 requirement. The Nomination
Committee reviewed these matters and reported key
themes and observations, together with management’s
proposed actions, to the Board.
The Reports from the Human Resources function
also included updates and assessment of the culture
around the Group to allow the Committee to monitor
developments in the culture and provide feedback
and input. These updates from the Human Resources
function provide important information and context
to the Committee on the current status of the culture
within the organisation and how the desired culture and
our values are embedded within the organisation. The
Committee considers the impact of the development
and implementation of management’s plans, for
example the new corporate grading framework or the
outsourcing of key functions on the Company culture,
and provides input to management’s plans.
Succession planning
The Board considers succession planning at least
annually, including the tenure of Non-Executive
Directors, the developing needs of the business and any
skills gaps to be filled in both the short and long term.
Following staff turnover across the business, the Board
identified a number of succession gaps, particularly in
respect of senior executive roles.
The Committee discussed the need to strengthen the
executive succession planning framework, including
improving the robustness and consistency of the process.
It was noted that the current approach remains relatively
manual, and the Committee supported proposals to
migrate succession planning into the Group’s HR software
platform to enhance oversight andefficiency.
The Committee agreed that the position of Chief
Executive Officer remained key to the Group and would
remain under regular review. A review of the Senior
Management Function (SMF) population was also
prioritised to ensure that succession arrangements for
key roles in the Group were in place.
Succession planning will remain an area of focus for the
Committee, with further updates to be considered as the
strengthened approach is developed and implemented.
As previously reported David Fineberg and Matthew
Lewis stepped down from the Board on 24 July 2025.
As reported earlier, James Richards also stepped down
as Chair on 24 July 2025 and Paul Wainscott has been
appointed as the new Chair and chair of Nomination
committee. The Committee noted that Paul Wainscott
has served on the Board for more than eight years and
will continue to actively consider succession plans for
the Chair role taking into account the feedback and
input provided by major shareholders.
Diversity, equity and inclusion
The Committee recognises the benefits of diversity,
equity and inclusion (“DE&I”). The CMC Markets plc
Board Diversity Policy recognises the benefits of
having a diverse senior management team and sees
increasing diversity at a senior level as an essential
element in maintaining an effective Board. Our policy
is to ensure that there is broad experience and
diversity on the Board and the Audit, Nomination and
RemunerationCommittees.
Main activities during the financial year
Agendas for scheduled Committee meetings are based on a pre-agreed annual meeting planner to ensure that
the Committee fulfils its responsibilities in line with its terms of reference and regulatory obligations.
June 2025
– Reviewed year-end matters.
– Considered NED time commitment and independence.
– Determined Directors standing for election and re-election at the Annual General Meeting and
noted planned Board changes and a proposed Non-Executive Director appointment.
– Reviewed and approved the Nomination Committee report for FY25 for inclusion in the Annual
Report and Accounts.
– Considered an update on the external Board and Committee evaluation.
November 2025
– Reviewed actions arising from the Board and Committee evaluation and agreed to conclude the
evaluation in its current form following recent Board changes.
– Received an update on employee engagement, including feedback from employees, staff turnover
trends and implementation of a global role hierarchy framework.
– Reviewed materials relating to material risk takers and senior management functions, including
senior role changes across the UK regulated entities.
January 2026
– Reviewed executive succession planning and noted the need to update the assessment following
staff turnover and identified succession gaps.
– Discussed actions to strengthen the succession planning framework, including system
improvements and senior leadership involvement, and agreed to prioritise a review of the Senior
Management Function (SMF) population.
– Considered an update on the forthcoming employee engagement survey and measures to improve
participation rates.
– Received an update on the appointment process for a new NED.
Nomination Committee report continued
March 2026
– Review of succession plans for individuals holding SMF positions
– Reviewed an update on the findings of the staff engagement survey
– Reviewed proposals for the Board performance evaluation
– Considered progress in the appointment of a new Non-Executive Director
72 – CMC Markets plc – Annual Report and Financial Statements 2026
Governance Shareholder informationFinancial statementsStrategic report
We consider diversity to include age, ethnicity, disability,
gender, sexual orientation and socio-economic and
geographic backgrounds. Appointments to the Board
are made on merit in the context of complementing and
expanding the skills, knowledge and experience of the
Board as a whole.
The Committee reviews and assesses Board
composition on behalf of the Board and recommends
the appointment of new Directors. The Nomination
Committee also oversees the conduct of the annual
review of Board effectiveness.
In order to maintain an appropriate range and balance
of skills, experience and background on the Board, the
Nomination Committee considers the benefits of all
aspects of diversity including, but not limited to, those
described above.
In identifying suitable candidates for appointment to
the Board, the Nomination Committee will consider
candidates against objective criteria with due regard
for the benefits of the herein mentioned attributes and
diversity on the Board.
As part of the annual performance evaluation of the
effectiveness of the Board, Committees and individual
Directors, the Nomination Committee considers the
balance of skills, experience, independence and
knowledge of the CMC Group on the Board, and the
diversity representation on the Board.
The Committee discusses Board, senior management
and workforce diversity and how the Group’s position
can be improved. More information on our DE&I
strategy and initiatives is included in the Sustainability
section on page 38.
Our disclosures and statement on the diversity of
our Board, senior Board positions and executive
management in compliance with UKLR 6.6.6R (9) and
UKLR 14.3.30R (1) are set out on page 73.
The UK Listing Rules set the following targets:
– at least 40% of the Board are women;
– at least one of the senior Board positions (Chair,
Chief Executive Officer (“CEO”), Senior Independent
Director (“SID”) or Chief Financial Officer (“CFO”)) is
a woman; and
– at least one member of the Board is from a minority
ethnic background (which is defined by reference
to the categories recommended by the Office for
National Statistics (“ONS”) as coming from a non-
white ethnic background).
The table below sets out the information required
to be disclosed under the UK Listing Rules as at the
chosen reference date. At that date, the Company
did not meet the target for at least 40% of the Board
to be women, reflecting the existing composition of
the Board. Following the appointment of Emma Earp,
the Company meets the requirement for at least 40%
female representation on the Board with effect from
1April 2026. We acknowledge that Board does not have
at least one member from a minority ethnic background,
however we currently consider we have the right people
fulfilling the roles and have to accept the impact on
our diversity statistics. We are currently emphasising
the needs of the group to attain its targets and we will
continue to have regard to the diversity matters as
part of our recruitment process and Board and senior
management succession planning.
Further information on diversity and our targets for
the wider workforce is referenced in the Sustainability
section on pages 37 to 38. The Sustainability Report
on page 38 sets out the diversity information for senior
managers and all employees pursuant to S.414C (8) (c).
Diversity data
Diversity data based on sex
Number of
Board members
Percentage
of Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
2
Number in
executive
management
3
Percentage
of executive
management
Men 4 66.67 2 7 100.00
Women
4
2 33.33 1 — —
Not specified/prefer not to say — — — — —
Diversity data based on ethnic background
Number of
Board members
Percentage
of Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
2
Number in
executive
management
3
Percentage
of executive
management
White British or other white
(including minority white groups) 6 100.00 3 7 100.00
Mixed/multiple ethnic groups — — — — —
Asian/Asian British — — — — —
Black/African/Caribbean/
Black British — — — — —
Other ethnic group — — — — —
Not specified/prefer not to say — — — — —
Notes:
1 All data is at 31 March 2026
2 There is no director designated as CFO
3 Executive management is represented by the Executive Committee and Company Secretary
4 Emma Earp was appointed on 1 April 2026 and is not included in this table
Priorities for financial year 2026/27
In the year ahead the Committee will focus on senior management succession and diversity, the People Strategy
including the impact of offshoring of some roles, ensuring actions arising from the Board evaluation are appropriately
implemented and the continued review of Board composition.
Paul Wainscott
Chairman and Chair of the Nomination Committee
15 June 2026
Governance
73 – CMC Markets plc – Annual Report and Financial Statements 2026
Shareholder informationFinancial statementsStrategic report
Remuneration Committee report
Supporting the growth of the business
Dear shareholder,
As Chair of the Remuneration Committee (the
“Committee”), I am pleased to present the Directors’
Remuneration Report for the year ended 31 March
2026. This report comprises three sections: first,
my annual statement as Chair of the Remuneration
Committee; second, the amended Remuneration
Policy, which was put forward for shareholder approval
at the 2025 AGM; and third, the annual report on
remuneration, which sets out how the current Policy
was implemented for the year ended 31 March 2026.
Remuneration in context
The Committee’s approach to governing Executive
pay at CMC Markets is to ensure a clear and rigorous
focus on aligning pay with performance, while also
giving due consideration to all our key stakeholders.
The Committee considers both corporate performance
from a strategic and financial perspective, coupled with
stakeholder experience.
Corporate performance
Strategic priorities
In 2026, we continued to deliver on our strategic
priorities, progressing our multi-asset platform
and advancing the Super App to support a unified
client experience. We scaled institutional and B2B
partnerships, including Westpac and ASB, while API-
led neobank partnerships delivered significant account
growth. Product innovation continued through Spectre,
options, warrants and certificates, digital assets,
tokenisation and CMC CapX. Strong growth in investing
activity and assets under administration further
diversified revenues. Continued cost discipline, capital
flexibility and investment in technology supported
operational resilience, future scale and positioned the
Group for sustainable long-term growth.
Financial performance
FY 2026 was another year of strong results, with us
reporting a statutory profit before tax of £101.3 million
– an increase of 20% from the £84.5 million reported
in FY 2025.
Stakeholder experience
Our shareholders
At the end of last financial year and following a period
of dynamic change in the Group, the Committee
undertook a review of the Remuneration Policy (the
Policy) to assess if it remained appropriate as the
business was reshaped under the leadership of the
Group CEO. The review was conducted later in the
year as the new strategy evolved, particularly with
the creation of a new business vertical. While it was
not therefore possible to conduct a consultation with
shareholders prior to the publication of last year’s
Annual Report, a consultation exercise was undertaken
with major shareholders prior to the Annual General
Meeting. Investors consulted were supportive of
the updated Policy and it was approved by a vote
of 94.95%.
Our employees
The Committee is responsible for reviewing the Group’s
wider employee remuneration policies and how reward
aligns to the culture of the Group.
During the year, the Committee discussed the bonus
allocation and salary reviews for the wider workforce,
reviewed and agreed the Group’s approach to long-
term incentives beyond the Executive Directors,
reviewed the Group’s gender pay gap data and the
steps that could be taken to close the existing gap,
and discussed the operation of and participation in the
Group’s all-employee share plan.
Sarah Ing
Independent Non-Executive Director and
Chair of the Remuneration Committee
Members and attendance
Sarah Ing
Committee Chair
Paul Wainscott
Independent Non-Executive Director
Clare Francis
Independent Non-Executive Director
Stuart Manning
Independent Non-Executive Director
Emma Earp
Independent Non-Executive Director
—
Attended meeting
Did not attend meeting held during tenure
Sarah Ing
Independent Non-Executive Director and
Chair of the Remuneration Committee
74 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
All employees were given the opportunity to participate
in our annual engagement surveys and provide
feedback on various topics, including remuneration.
Alternative engagement mechanisms were established
to provide the Board with employee views. More
detail is included in the Nomination Committee report
on page 70.
Remuneration in relation to the year
ended 31 March 2026
Throughout the year, the Committee has given careful
consideration to remuneration in the context of the
external environment and the Group’s performance.
The outcomes for the specific reward elements are
as follows:
The Committee reviewed the remuneration of the
CEO, Lord Peter Cruddas and believed that it was
appropriate to right-size his remuneration package
in order to suitably reflect his significant contribution
to determining the business strategy, achieving
ambitious growth objectives and creating value for
our shareholders. The Committee therefore decided
to make a salary adjustment from £700,000 to
£1,000,000 (43%).
On appointment as an Executive Director, the base
salary level for the Head of Global Markets was set
as £400,000.
The financial year ended 31 March 2026 was the sixth
year of the implementation of the Combined Incentive
Plan (“CIP”). The plan was assessed against Group
financial, strategic and individual performance targets,
as approved by the Committee as follows:
– 60% based on financial performance;
– 30% based on strategic performance; and
– 10% based on achievement of personal and
mandatory risk objectives.
In line with the Remuneration Policy approved at the
2025 AGM, the maximum opportunity level for the CEO
was 250% of base salary. The maximum opportunity
level for the Head of Capital Markets was 350% of
base salary.
For the financial performance element, the Group’s
EPS of 28.2 pence which was between the Threshold
and Target levels of performance of 21.3 and 31.4
pence respectively, resulting in an outcome of 42% of
maximum for this element. The full detail of the financial
targets is set out on page 14.
To determine the overall outcomes under the CIP,
the Committee also reviewed individual Executive
Directors’ performance against their strategic and
personal objectives, which were set at the beginning
of the year and determined the extent to which these
had been met. Further details of the objectives and
performance against them are set out on pages 83
to 85. This resulted in a formulaic outcome of 65% of
potential award to both the Chief Executive Officer
and Head of Global Markets. 65% of potential award
prorated for the period held in post as a Director by the
Head of Global Strategic Partnerships, and the Head of
the ANZ business.
In reviewing the annual incentive outcomes, the
Committee considered both the formulaic results and
overall delivery against key priorities.
The CEO continued to provide exemplary leadership
to the business and the Committee awarded 65%
of the maximum opportunity to the CEO in line with
the formulaic outcome of the CIP performance
assessment.
The Head of Global Markets demonstrated strong
leadership through driving business growth and
pursuing strategic opportunities, and the Committee
awarded 65% of the maximum opportunity in line
with the formulaic outcome of the CIP performance
assessment.
The 2026 awards comprise a 40% cash award
and a 60% share award in line with the MIFIDPRU
Remuneration Code. Share awards will be granted post
the release of the Group’s results for the year ended
31 March 2026. The share awards will be assessed
against a performance underpin after a further three-
year period ending 31 March 2029 and, if the underpin is
achieved, continue to vest until 2031.
Change in Directors
As announced on 5 June, David Fineberg and Matthew
Lewis stepped down as Executive Directors with effect
from the 2025 AGM. Both have remained employed by
the Group, David in the role of Global Head of Strategic
Partnerships where he works closely with our major
institutional clients as we look to build on the success
of our Neobank and Strike X partnerships and other
major institutional clients. Matthew has moved to fully
focus onhis position as Head of our ANZ business to
expand in the region our stock broking and cash crypto
business. Unvested CIP awards granted during their
time as Executive Directors will continue to vest on
their normal schedule, subject to achievement of the
underpin assessment.
As also announced on 5 June 2025, Laurence Booth,
Global Head of Capital Markets, was appointed as an
Executive Director with immediate effect.
Remuneration in the year ending
31March 2027
Over the last year the Company has made significant
progress in strengthening its corporate framework,
including the implementation of a formal grading
structure, which now provides a clearer basis for internal
benchmarking and external market alignment. In this
context, the Committee determined that it would be
appropriate to make a further right-sizing adjustment
of the CEO’s salary. This adjustment both reflects
the ongoing contribution to the continued delivery of
the Group’s strategic objectives, sustained business
growth and leadership of the organisation, while also
serving to anchor the broader remuneration framework
across the senior leadership population under the
new grading structure. Accordingly, the Committee
approved a further adjustment to the CEO’s base salary
from £1,000,000 to £1,250,000 (25%). Following his
appointment as Director and the introduction of the
new grading structure and remuneration framework,
the Committee also determined that it is appropriate to
make an adjustment to the salary of the Head of Capital
Markets in order to maintain appropriate internal and
external market relativities and to reflect the Company’s
continued strategic progress, the increasing scale and
complexity of the business, and his contribution to the
delivery of the Group’s objectives. The salary level for
this role will therefore be adjusted from £400,000 to
£600,000 (50%).
The Committee proposes to continue to use Group
financial, strategic and individual performance against
targets for the 2027 financial year as the basis on
which the combined incentive will be awarded. The
performance measures applied to the CIP will be:
– 60% financial performance;
– 30% strategic performance; and
– 10% personal objectives.
In relation to the financial target, the Committee has
ensured that a sufficiently stretching range has been
set by taking account of a number of internal and
external reference points and the impact of regulatory
change. The target range is considered commercially
sensitive and so will be disclosed in next year’s Annual
Report. With regard to the strategic and personal
objectives, these will be evaluated based on quantitative
measurable objectives in the significant majority of
cases. Again, these are considered commercially
sensitive so detailed disclosure of these quantitative
performance measures and associated outcomes
will be included in the 2027 Annual Report and
FinancialStatements.
In order to comply with the MIFIDPRU Remuneration
Code, CIP awards will be made 40% in cash and 60%
in shares.
I hope you find this report provides a clear
understanding of the Committee’s approach to
remuneration and that you will be supportive of the
resolutions relating to remuneration at the 2026 AGM.
Sarah Ing
Independent Non-Executive Director and
Chairofthe Remuneration Committee
15 June 2026
Strategic report Governance Financial statements Shareholder information
75 – CMC Markets plc – Annual Report and Financial Statements 2026
Directors’ Remuneration Policy – At a Glance
The Directors’ Remuneration Policy was approved by shareholders at the 2025 Annual General Meeting and remains unchanged for the financial year ended 31 March 2027. The full policy can be found on the website, in the 2025
annual report pages 63 to 69. The Remuneration Committee continues to operate the policy inline with the approved framework and the principles of the UK Corporate Governance Code. No material changes or deviations were made
during the year.
The policy is designed to support the Group’s long-term strategy by aligning executive reward with sustainable performance, prudent risk management and shareholder interests.
Element Purpose Key Features Opportunity/Limits
Base Salary
To provide competitive fixed pay reflecting role, experience
andcontribution.
Reviewed annually, typically effective from 1 June. Informed by
individual performance, market positioning, internal pay levels and
business performance.
Salary increases are normally aligned with the
widerworkforce, although higher increases may
bemade where justified by role scope, promotion
ormarket positioning.
Pension
To provide competitive retirement benefits. Executive Directors participate in defined contribution arrangements
or receive a cash allowance in lieu.
Contributions aligned with the wider workforce:
currently up to 7% in the UK and 11.5% in Australia.
This is in alignment with Provision 39 of the UK
Corporate Governance Code.
Benefits
To provide market-competitive benefits. Includes healthcare, insurance, wellbeing and other standard
employment benefits. Additional relocation or expatriate support
may be provided where appropriate.
Benefits are generally capped at a level not
expected to exceed 10% of salary.
Share Incentive Plan (SIP)
To encourage broad employee share ownership. Executive Directors may participate on the same basis as other
employees in accordance with HMRC rules.
Participation subject to HMRC limits.
Combined Incentive Plan (CIP)
To align reward with annual and sustained long-term performance. Annual incentive based on financial and strategic performance.
Awards are delivered 40% in cash and 60% in deferred shares.
Deferred shares vest over at least five years, subject to a three-year
performance underpin and continued service.
Maximum opportunity: CEO up to 250%
ofsalary;other Executive Directors up to 350%
of salary. At least 60% of the award is linked to
financialperformance.
Management Equity Plan
(MEP)/LTIP
To support long-term value creation and facilitate external
recruitment where required.
Used primarily for buyout awards on recruitment. Awards may
be granted as performance shares and/or market value options,
typically vesting after three years, with potential holding periods.
Normal limit of 125% of salary, or up to 200%
inexceptional circumstances. Vesting is
subjectto performance conditions and
continuedemployment.
Shareholding guidelines
Executive Directors are required to build up a holding
of 200% of base annual salary. Executive Directors
will be required to build up to this level over a period of
five years, starting from the date of our listing in 2016
for the Executive Directors who were in role at the time
the 2018 Remuneration Policy was approved and from
the date of appointment for any recruits since that time
or in future. Executive Directors will be expected to
retain at least 50% of shares vesting (net of tax) until the
guideline level is achieved.
For the purposes of satisfying the shareholding
requirement, shares held by a connected person (e.g. a
spouse) will be considered to be included.
A post-employment shareholding requirement will
apply of 200% of base annual salary (or the actual
shareholding at date of exit if lower) for a period of two
years after leaving employment.
Dividend equivalents
Dividend equivalents are payable on the Deferred Share
portion of the combined incentive.
Malus and Clawback provisions
Variable remuneration, including awards under the
Combined Incentive Plan (CIP) and the Management
Equity Plan (MEP), is subject to malus and clawback
provisions. Malus may apply where a Trigger Event
occurs at any time from the date the award is granted
until the Settlement Date. Clawback may apply where
a Trigger Event occurs within four years following the
Settlement Date, or within such other period as may
be determined by the Board at the time of grant or
otherwise in accordance with the applicable policy.
The Board may extend the clawback period where any
Group entity, or any applicable regulatory, supervisory
or enforcement authority, has commenced, is
conducting, or is reasonably expected to conduct an
investigation, inquiry, review, proceedings or litigation
into facts or events which the Board considers could
potentially give rise to clawback. In such circumstances,
the clawback period may be extended until the
conclusion (including the exhaustion of any appeal
process) of the relevant process, and clawback may
be applied if a Trigger Event is identified during the
extended period.
Remuneration Committee report continued
76 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
These provisions apply to both cash and share-based
elements of variable remuneration.
The Remuneration Committee considers the defined
period to be appropriate given the nature of the Group’s
business, regulatory environment and risk profile,
including the potential for issues relating to financial
reporting, conduct, risk management or regulatory
matters to emerge over an extended period following
the award of variable remuneration.
These provisions enable the Remuneration Committee
to reduce, cancel or recover awards (including after
vesting) in circumstances including, but not limited to:
– a material misstatement of the Company’s
financial results;
– misconduct or serious reputational damage
attributable to the participant;
– a material failure of risk management; or
– any other significant adverse event or circumstance
which the Committee considers appropriate.
The Remuneration Committee retains discretion
in determining whether malus or clawback should
be applied, taking into account all relevant factors,
including the extent of individual responsibility and the
overall impact on the Company.
No malus or clawback adjustments were applied during
the financial year.
Risk considerations
The Remuneration Policy is designed to promote sound
and effective risk management and not to encourage
excessive risk-taking. The Remuneration Committee
has oversight of, and approves, the Remuneration
Policy for all employees, including Material Risk Takers
and senior employees in risk and compliance functions,
to ensure that remuneration arrangements support
appropriate behaviours and are aligned with the
Company’s risk appetite.
All employees receive a fixed salary that reflects
their role, responsibilities, experience and market
positioning. Variable remuneration is discretionary and
subject to the achievement of both financial and non-
financial performance measures, including adherence
to the Company’s risk management framework
and demonstration of appropriate conduct. Annual
incentive awards are only made where performance
has been delivered within the Company’s risk appetite.
Senior management may be eligible to receive long-
term incentive awards, with vesting contingent on
sustained performance over a multi-year period. The
Remuneration Committee retains discretion to adjust
formulaic outcomes to ensure that remuneration
outcomes appropriately reflect underlying business
performance and the manner in which results are
achieved, including consideration of risk.
Variable remuneration arrangements, including CIP
awards, are subject to malus and clawback provisions,
which may be applied in a range of circumstances,
including failures of risk management or misconduct.
The Chief Operating Officer supports the remuneration
process and provides independent input to the
Remuneration Committee, including at least annual
reporting on alignment with the Company’s risk
appetite, any significant risk events, and the conduct of
Material Risk Takers.
Incentive plan discretions
The Committee will operate the Company’s incentive
plans according to their respective rules and the Policy
set out above, and in accordance with relevant financial
services regulations, the Listing Rules and HMRC rules
where relevant.
Following amendments in 2019, the CIP specifically
includes relevant clauses to ensure the Remuneration
Committee is able to use its discretion to reduce the
value of a cash award or the number of shares to a share
award or the extent to which a share award will vest, to
avoid an otherwise formulaic outcome.
In line with common market practice, the Committee
retains discretion as to the operation and administration
of these incentive plans, including:
– who participates;
– the timing of grant and/or payment;
– the size of an award and/or payment (within the plan
limits approved by shareholders);
– the manner in which awards are settled;
– the choice of (and adjustment of) performance
measures and targets in accordance with the
Remuneration Policy set out above and the rules of
each plan;
– in exceptional circumstances, amendment of any
performance conditions applying to an award,
provided the new performance conditions are
considered fair and reasonable, and are neither
materially more nor materially less challenging than
the original performance targets when set;
– discretion relating to the measurement of
performance in the event of a variation of share
capital, change of control, special dividend,
distribution or any other corporate event which may
affect the current or future value of an award;
– determination of a good leaver (in addition to any
specified categories) for incentive plan purposes,
based on the rules of each plan and the appropriate
treatment under the plan rules; and
– adjustments required in certain circumstances
(e.g.rights issues, share buybacks, special dividends,
other corporate events, etc.).
Any use of the above discretions would, where relevant,
be explained in the Annual report on remuneration. As
appropriate, it might also be the subject of consultation
with the Company’s major shareholders.
Performance
measurement selection
The Company’s incentive plans are designed to
incentive the achievement of demanding financial
and business-related objectives, using a balance of
measures which could include absolute and relative
performance measures, as appropriate, selected to
support the Group’s key strategic priorities.
The Committee seeks to ensure that executive
remuneration arrangements support the successful
delivery of the Group’s strategy and promote long-term
sustainable performance. The incentive arrangements
and performance measures used are closely aligned with
the key metrics and objectives that the Board considers
when assessing the successful implementation of
the Company’s strategy. Further information on the
Company’s strategy and key performance indicators can
be found on pages 83 to 85.
The CIP is designed to align the interests of our
participants with the longer-term interests of the
Company’s shareholders by rewarding them for
delivering sustained increases in shareholder value
within the Group’s risk appetite. CIP performance
measures selected reinforce the Group’s strategy
over the medium to long term and provide a balance
of internal and external perspectives. The Committee
has selected EPS as the primary measure as this is
a widely accepted measure of bottom-line financial
performance and is well aligned with shareholder
interests. Performance measures and targets
are reviewed by the Committee ahead of each
performance period to ensure they are appropriately
stretching and achievable over the performance period.
The CIP strengthens the alignment of pay with the
measures of performance that are important in creating
value for shareholders and also forms a strong retention
and motivation mechanism for Executives. The
performance measures selected are a combination
of financial performance, strategic performance
and individual objectives. The achievement of these
performance measures will be reviewed by the
Committee ahead of any award and the vesting of
share awards will be subject to the achievement of a
performance underpin over the vesting period.
Strategic report Governance Financial statements Shareholder information
77 – CMC Markets plc – Annual Report and Financial Statements 2026
Directors’ Remuneration Policy – At a Glance continued
Executive Directors’ remuneration scenarios
The charts below provide estimates of the potential future reward opportunity for each of the two Executive
Directors and the implied split between the different elements of remuneration under three different performance
scenarios: “Minimum”, “On target” and“Maximum”.
Assumptions underlying each element of remuneration are provided in the table below.
Component Maximum On target Maximum
Maximum with
share price growth
Fixed Base salary Latest salary n/a n/a n/a
Pension Contribution applies
to latest salary
n/a n/a n/a
Other benefits As presented as a single
figure on page 82
n/a n/a n/a
Combined incentive No payment 50% of
maximum
100% of
maximum
100% of maximum with
50% growth in share price
The column headed “Maximum with share price growth” is the maximum figure but includes share price growth of
50% for any part of the CIP paid in shares. Otherwise, the projected value of the deferred element of the combined
incentive excludes the impact of share price growth and any potential dividend accrual. Actual remuneration
delivered, however, will be influenced by these factors. Deferred awards are subject to continuing employment.
Remuneration Policy for new hires
In the case of hiring or appointing a new Executive Director, the Committee may make use of all the existing
components of remuneration.
The salaries of new appointees will be determined by reference to their role and responsibilities, experience and
skills, relevant market data, internal relativities and their current salaries. New appointees will be eligible to receive
a pension contribution or allowance and benefits and participate in the Company’s HMRC approved all-employee
Share Incentive Plan, in line with the Remuneration Policy.
New appointees will be entitled to participate in the CIP, as described in the Policy table, with the relevant maximum
being pro-rated to reflect the period served. The Deferred Share portion of a new appointee’s combined incentive
award will normally vest on the same terms as other Executive Directors, as described in the Policy table. Individual
objectives will be tailored to the individual’s role.
In determining appropriate remuneration for a new Executive Director, the Committee will take into consideration
all relevant factors (including quantum, nature of remuneration and the jurisdiction from which the candidate was
recruited) to ensure that the remuneration arrangements are appropriate and in the interests of the Company and
its shareholders. The Committee may consider it appropriate to “buy out” incentive arrangements forfeited by an
Executive on leaving a previous employer and may exercise the discretion available under Listing Rule 9.3.2R if
necessary. In doing so, the Committee will ensure that the value of any buyout will as closely as possible, mirror the
expected value of awards forgone (taking into account progress against any performance conditions attached),
and take into consideration the timeframe, performance conditions attached and type of award forgone when
constructing a buyout award. Buyout awards will be subject to continued employment over the performance period.
In cases of appointing a new Executive Director by way of internal promotion, the Remuneration Committee will be
consistent with the Policy for external appointees detailed above. Where an individual has contractual commitments
made prior to their promotion to Executive Director level, the Company will continue to honour these arrangements.
In the case of hiring or appointing a new Non-Executive Director, the Committee will follow the Policy as set out in the
table on page 91.
Remuneration Committee report continued
Fixed remuneration CIP cash element CIP share element
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Peter Cruddas
Minimum On target Maximum
Maximum
+50%
with share
price growth
22%
45%
33%
100%
100%
29%
29%
43%
24%
24%
53%
£4.3m
£3.5m
£2.3m
£1.0m
£’000
£’000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Laurence Booth
Minimum On target Maximum
Maximum
+50%
with share
price growth
37%
25%
39%
46%
30%
24%
56%
25%
19%
£2.3m
£1.8m
£1.1m
£440k
78 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Service contracts
The Executive Directors are employed under contracts of employment with CMC Markets UK plc. The principal
terms of the Executive Directors’ service contracts are as follows:
Executive Director Position Effective date of contract
Notice period
from Company
Notice period
from Director
Peter Cruddas Chief Executive Officer 1 February 2016 12 months 12 months
Laurence Booth Global Head of Capital Markets 5 June 2025 6 months 6 months
The terms shown in the table above are in line with the Company policy of operating notice periods of up to nine
months in the case of Executive Directors, except for the CEO service contract which can have a notice period of up
to 12 months. All employees including Executive Directors are subject to a six-month probation period. The contracts
have no fixed duration.
Executive Directors’ contracts are available to view at the Company’s registered office.
Letters of appointment are provided to the Chairman and Non-Executive Directors. Non-Executive Directors
have letters of appointment, which means that they retire at each AGM and are put up for re-election at the AGM.
Non-Executive Directors’ letters of appointment are available to view at the Company’s registered office.
Non-Executive Directors are all on a three-month notice period. Details of the effective date of Non-Executive
Directors’ letters of appointment are set out below:
Non-Executive Director Date of initial letter Date of latest letter Date of appointment
Sarah Ing 7 July 2017 7 July 2017 14 September 2017
Paul Wainscott 11 July 2017 11 July 2017 19 October 2017
Clare Francis 14 December 2022 14 December 2022 19 December 2022
Stuart Manning 03 November 2025 03 November 2025 01 November 2025
Emma Earp 19 March 2026 19 March 2026 1 April 2026
Exit payment policy
The Company considers termination payments on an individual basis, taking into account relevant contractual
terms, the circumstances of the termination and any applicable duty to mitigate. In such an event, the remuneration
commitments in respect of Executive Directors’ contracts could amount to salary, benefits in kind and pension rights
during the notice period, together with payment in lieu of any accrued but untaken holiday leave, if applicable.
The Committee would apply general principles of mitigation to any payment made to a departing Executive Director
and would honour previous commitments as appropriate, considering each case on an individual basis.
The table below summarises how the awards under the Combined Incentive Plan and LTIP are typically treated in
different leaver scenarios and on a change of control. The Committee retains discretion on determining “good leaver”
status, but it typically defines a “good leaver” in circumstances such as retirement with agreement of the Board, ill
health, injury or disability, death, statutory redundancy, or part of the business in which the individual is employed or
engaged ceases to be a member of the Group. Final treatment is subject to the Committee’s discretion.
Event Timing of vesting/award Calculation of vesting/payment
CIP
“Good leaver” On normal vesting date (or
earlier at the Committee’s
discretion).
Unvested awards vest to the extent that any
performance conditions have been satisfied and
are pro-rated to reflect the proportion of the vesting
period served.
“Bad leaver” Unvested awards lapse. Unvested awards lapse on cessation of employment.
Change
of control
1
On the date of the event. The Committee will determine the level of vesting,
taking account of the extent to which performance
conditions have been or are likely to be satisfied
and, unless the Committee decides otherwise, the
proportion of the vesting period served.
LTIP
“Good leaver” On normal vesting date (or
earlier at the Committee’s
discretion).
Unvested awards vest to the extent that any performance
conditions have been satisfied and are pro-rated to
reflect the proportion of the vesting period served.
“Bad leaver” Unvested awards lapse. Unvested awards lapse on cessation of employment.
Change
of control
1
On the date of the event. The Committee will determine the level of vesting,
taking account of the extent to which performance
conditions have been or are likely to be satisfied
and, unless the Committee decides otherwise, the
proportion of the vesting period served.
1 In certain circumstances, the Committee may determine that any Deferred Share awards under the annual incentive and both unvested and any
deferred awards under the LTIP and CIP will not vest on a change of control and instead be replaced by an equivalent grant of a new award, as
determined by the Committee, in the new company.
Upon exit or change of control, SIP awards will be treated in line with the approved plan rules.
If employment is terminated by the Company, the departing Executive Director may have a legal entitlement (under statute
or otherwise) to additional amounts, which would need to be met. In addition, the Committee retains discretion to settle
other amounts reasonably due to the Executive Director, for example to meet the legal fees incurred by the Executive
Director in connection with the termination of employment, where the Company wishes to enter into a settlement
agreement (as provided for below) and, in which case, the individual is required to seek independent legal advice.
In certain circumstances, the Committee may approve new contractual arrangements with departing Executive
Directors including (but not limited to) settlement, confidentiality, restrictive covenants and/or consultancy arrangements.
These will be used sparingly and only entered into where the Committee believes that it is in the best interests of the
Company and its shareholders to do so.
Consideration of conditions elsewhere in the Group
In making remuneration decisions, the Committee takes into account the pay and employment conditions of
employees across the Group. In particular, the Committee considers the range of base pay increases across
the Company as a factor in determining the base salary increases for Executive Directors. The Committee does
not consult with employees on the Executive Directors’ Remuneration Policy nor does it use any remuneration
comparison measurements.
Strategic report Governance Financial statements Shareholder information
79 – CMC Markets plc – Annual Report and Financial Statements 2026
Directors’ Remuneration Policy – At a Glance continued
Remuneration Policy for other employees
The Company applies a consistent approach to annual salary reviews across the Group, taking into account
individual performance, role, experience and market positioning. All employees are eligible to participate in an annual
incentive scheme, or an equivalent arrangement, with performance targets appropriately calibrated to their role,
seniority and business area. This supports alignment between remuneration and the achievement of the Company’s
strategic and operational objectives. Key senior managers are also eligible to participate in the Company’s long-term
incentive plan, which is designed to align remuneration with the delivery of sustained performance and the creation
of long-term shareholder value.
Consideration of shareholder views
The Committee is committed to an ongoing dialogue on Directors’ remuneration. It is the Remuneration Committee’s
intention to consult with major shareholders prior to any major changes to its Remuneration Policy wherever
possible. As part of the renewal process we corresponded with all significant shareholders to seek their views on
proposed changes.
Group’s Remuneration Policy for Chairman and Non-Executive Directors
The Board determines the Remuneration Policy and level of fees for the Non-Executive Directors, within the limits set
out in the Articles of Association.
The Remuneration Committee recommends the Remuneration Policy and level of fees for the Chairman of the
Board. Full details of the current fees paid can be found on Page 91. The Group’s policy is:
Purpose and link to strategy Operation Maximum opportunity
Performance
measures
Fees are set to attract
suitable individuals
with a broad range
of experience and
skills to oversee
shareholders’
interests and
Company strategy.
Furthermore, fees are
set to reflect market
value of the role
and the individual’s
time commitment,
responsibility,
performance
andcontribution.
Annual base fee for the Chairman.
Annual base fee for the Non-Executive Directors.
Additional fees are paid to Non-Executive Directors
for additional services such as chairing a Board
Committee, performing the role of Senior
Independent Director, etc.
Fees are reviewed from time to time taking into
account time commitment, responsibilities and fees
paid by companies of a similar size and complexity.
Fee increases are then applied in line with the
outcome of the review.
Expenses
The Company may reimburse NEDs in cash for
reasonable expenses (including any tax due
thereon) incurred in carrying out their role.
Fee increases are
applied in line with
the outcome of the
review.
Aggregate fees
will not exceed
the limit approved
by shareholders
in the Articles
of Association,
which is currently
£750,000.
Not
applicable.
Minor changes
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation) without requiring prior shareholder approval for
that amendment.
Principal responsibilities of the Remuneration Committee
The Remuneration Committee is responsible for determining the Remuneration Policy for the Executive Directors
and for ensuring that incentive arrangements are aligned with the Company’s purpose, values and strategy,
supporting the delivery of long-term sustainable success. The Committee also determines the remuneration of the
Chair of the Board and members of the senior leadership team, including the Company Secretary, and oversees the
remuneration framework and practices across the wider workforce.
The main role and responsibilities of the Remuneration Committee are:
– reviewing and agreeing appropriate Remuneration Policies which comply with all relevant regulations;
– reviewing and determining the remuneration of the Executive Directors and the senior management team, having
regard to remuneration of the wider CMC workforce;
– reviewing and ensuring that incentive payments to Executive Directors are linked to the achievement of stretching
financial performance and both strategic and individual agreed objectives;
– ensuring that remuneration incentives and aims to retain key employees including the Executive Directors and
senior management;
– ensuring that Executive remuneration is linked to the delivery of the long-term success of the Company;
– having oversight of the operation of remuneration arrangements across the CMC Group through regular review
of“management” information including gender-related data;
– reviewing any major changes to employee benefit structures, including new share schemes, and ensuring that
shareholders are consulted and the required approval processes are followed;
– reviewing the appropriateness of remuneration against the risk management strategy following advice from the
Group Risk Committee; and
– oversees the adherence of all relevant regulations relating to Executive Director remuneration.
Remuneration Committee report continued
80 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Committee composition, attendance and advisers
The Committee is chaired by Sarah Ing with Clare Francis and Stuart Manning as members, all of whom are
considered independent. Paul Wainscott is a standing attendee at meetings. The Committee held eight scheduled
meetings in the financial year, and attendance by Committee members is shown on page 74.
During the year, the Committee was advised by independent remuneration consultants Willis Towers Watson
(“WTW”) on various remuneration matters including providing advice on all elements of remuneration for the
Executive Directors, the Remuneration Policy and best-practice and market updates. WTW is a member of the
Remuneration Consultants Group (“RCG”) and is a signatory to the RCG’s Code of Conduct. It was confirmed that
none of the Committee members had any connection or conflicts of interest in regard to this appointment. Additional
legal advice was sought from Tapestry Compliance Limited in respect of the Group’s share-based plans.
The Chief Executive Officer, Head of Global Capital Markets and wider Executive Committee members attend
Committee meetings by invitation but do not attend to take part in any discussions relating to their own remuneration.
The Head of HR attends Committee meetings where appropriate to the matters being considered including
both Executive and wider workforce remuneration. No Director or employee is involved in discussions regarding
their own pay.
Main activities during the year
May 2025
– Review of executive salary benchmarking
– Review of Executive Director performance
against objectives
– Consideration of proposed salary reviews and
CIP outcomes
– Approval of Executive Director objectives for
Full Year 2026
– Review of senior manager performance, salary
and bonus outcomes
– Approval of financial CIP targets
– Approval of International Share Incentive Plan rule
changes and updates to the MEP
– Review of corporate bonus schemes in place
in the Group
– Review of the Directors Remuneration Report
andDirectors Remuneration Policy
March 2026
– Review of the proposed bonus pool and salary
budget for the Group
– Receiving an update on Modern Slavery and
Gender Pay Gap Reporting
– Review of the proposed Conduct Assessment
Group to support Malus and Clawback
– Committee Forward Plan
June 2025
– Approval of the Directors Remuneration Report
– Review of updates to Executive
Directorsobjectives
– Approval of final CIP outcomes
July 2025
– Confirmation of CIP and MEP vesting
– Update on proxy adviser commentary
onremuneration matters
November 2025
– Review of half-year performance of the
Executive Directors
– Update on the implementation of Corporate
Grading Framework
– Review of proposed share scheme migration
tonew provider
– Reappointment of the remuneration consultants
January 2026
– Update on Malus and Clawback provisions
– Review of market developments
– Review of further updates to Executive
Directorsobjectives
February 2026
– Approval of Malus and Clawback policy update
– Review of Employee Engagement Survey results
– Update on share scheme enhancement proposals
Strategic report Governance Financial statements Shareholder information
81 – CMC Markets plc – Annual Report and Financial Statements 2026
Remuneration Committee report continued
Annual report on remuneration
The Remuneration Policy operated as intended in the year ended 31 March 2026 and the following section sets out
the remuneration arrangements and outcomes for the year ended 31 March 2026, and how the Committee intends
the Remuneration Policy to apply during the year ending 31 March 2027.
The following pages have been prepared in accordance with Part 3 of The Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended) and UK Listing Rule 6.6.6.
Single total figure of Executive Director remuneration (audited)
The table below sets out the single total figure of the remuneration received by each Executive Director who served
during FY 2025 and FY 2026.
Name
Year
ended
31 March
Salary
£’000
Benefits
1
£’000
Pension
2
£’000
Other
3
£’000
Total fixed
remuneration
£’000
Annual
incentives
4
£’000
Long-term
incentives
5
£’000
Total variable
remuneration
£’000
Total
£’000
Peter
Cruddas
2026 950.0 3.0 — — 953.0 652.0 73.5 725.5 1678.5
2025 700.0 3.0 — — 703.0 365.9 — 365.9 1068.9
Laurence
Booth
6
2026 333.3 1.4 23.3 15.0 373.1 365.1 289.7 654.8 1027.9
David
Fineberg
7
2026 121.9 0.8 16.4 1.8 141.0 111.3 316.0 427.3 568.3
2025 365.8 2.1 20.6 1.8 390.2 213.7 342.7 556.4 946.6
Matthew
Lewis
8
2026 93.4 — 19.7 — 113.1 89.4 175.0 264.4 377. 5
2025 273.5 0.3 38.7 — 312.5 250.7 178.8 429.5 742.9
1 Benefits: Taxable value of benefits received in the year by Executive Directors comprises private health insurance and club membership for Peter
Cruddas, health insurance for Laurence Booth and David Fineberg and life assurance for Matthew Lewis.
2. Pension: during the year ended 31 March 2026, Laurence Booth and David Fineberg were eligible to receive a Company pension contribution of
up to 7% of salary in line with the maximum contribution received by employees across the Group. Matthew Lewis received contributions to the
Superannuation plan in Australia. Peter Cruddas opted out of the plan and no compensation was provided. No current or past Executive Directors
have a prospective right to a final salary pension or cash balanced benefits by reference to years of qualifying service.
3. Other benefits: Consists of Share Incentive Plan under which employees, including the Executive Directors, are entitled to participate in the SIP
throughout the year; it allows employees and Directors to receive one matching share for every partnership share purchased under the SIP up to the
limits defined by HMRC. In 2026, 256 matching shares were allocated to David Fineberg calculated on the dates of purchase. The matching shares
will be forfeited if, within three years from the date of the award, the individual leaves employment in certain circumstances. Peter Cruddas, Laurence
Booth and Matthew Lewis do not participate in the plan. Benefit-in-kind of £15,000 relates to the taxable benefit arising on the director’s loan provided
to Laurence Booth. The benefit has been calculated in accordance with HMRC beneficial loan rules by reference to the difference between the
interest charged on the loan and the applicable HMRC official rate for the relevant period.
4. The total cash element of the CIP award earned in respect of performance during the relevant financial year.
5. Long-term incentives: The long-term incentive payments in 2026 to Peter Cruddas relate to the vesting of the first tranche of CIP awards granted in
2022. For David Fineberg and Matthew Lewis, the payments relate to the vesting of CIP awards granted in 2020, 2021 and 2022. The third tranche
of the award granted in 2020, the second tranche of the award granted in 2021 and the first tranche of the award granted in 2022 vested for David
Fineberg and Matthew Lewis. The payments made to Laurence Booth relate to the vesting of the MEP award granted in 2022 and the first tranche of
the MEP shares options granted in 2023. Dividend equivalents are included in the figures. The value attributable to share price growth for the 2020
award is -£62,221.98 and -£18,147.85 for David Fineberg and Matthew Lewis respectively. This was calculated using the grant price of £3.4917 and
the vesting price of £2.3975. The value attributable to share price growth for the 2021 award is -£87,084.97 and -£63,001.85 for David Fineberg and
Matthew Lewis respectively. This was calculated using the grant price of £4.4580 and the vesting price of £2.3975. The value attributable to share
price growth for the 2022 award is -£11,703.01, -£12,468.61 and -£9,853.38 for Peter Cruddas, David Fineberg and Matthew Lewis respectively. This
was calculated using the grant price of £2.8080 and the vesting price of £2.4225. The value attributable to share price growth for the 2022 MEP award
is -£12,966.31 for Laurence Booth. This was calculated using the grant price of £2.8083 and the vesting price of £2.4225. The value attributable to
share price growth for the first tranche of the 2023 MEP award is £75,272.86 for Laurence Booth. This was calculated using the grant price of £1.5310
and the vesting price of £2.39756.
6. Laurence Booth is pro-rated for his fixed remuneration to reflect his appointment as a Director effective 05 June 2025. In determining incentive
participation for the year, the Remuneration Committee considered the transition from the Company’s discretionary incentive arrangements to the
Executive Director remuneration framework. Had the standard approach been applied, Laurence Booth would have participated in two separate
arrangements during the year, with eligibility under the discretionary scheme extending for only a limited period of approximately two months.
The Committee concluded that a full-year allocation under the Executive Director incentive arrangement represented the most appropriate
approach, providing a simple and consistent basis for participation throughout the year and avoiding the administrative complexity associated with
operating two separate schemes for a short transitional period. The Committee reviewed the remuneration outcome that would have arisen had
separate arrangements been operated during the transition period and concluded that a full-year allocation under the Executive Director incentive
arrangement produced a broadly equivalent outcome. Accordingly, the Committee determined that no adjustment was necessary and that the
simplified approach avoided unnecessary complexity without increasing the overall reward opportunity available to the Executive Director. The
Committee is satisfied that the treatment reflects the responsibilities undertaken by the Head of Global Markets during the year and is consistent with
the Company’s wider remuneration framework.
7. Annual incentives and Long-term incentives for David Fineberg is pro-rated to reflect the period of his service as a Director, following his stepping
down from the Board during the year.
8. Annual incentives and Long-term incentives for Matthew Lewis is pro-rated to reflect the period of his service as a Director, following his stepping
down from the Board during the year. The annual salary for Matthew Lewis reflects the variation in exchange rate as calculated as at 31 March 2026 –
Salary has not been amended following figures reported for FY2026.
82 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
CIP for the year ended 31 March 2026 (audited)
During the year ended 31 March 2026 the Executive Directors participated in the Combined Incentive Plan with
a maximum opportunity of up to 250% of salary for Peter Cruddas, CEO, and up to 350% of salary for the other
Executive Directors.
In considering the combined incentive cash award and share award, together comprising the award, due to the
Executive Directors for the year ended 31 March 2026, the Committee reviewed Group earnings per share (“EPS”)
against targets over the period.
Financial performance measures account for 60% of the total award.
Measure Threshold Target Maximum Actual
Group earnings per share (“EPS”) – pre CIP 21.3p
(25%)
31.4p
(50%)
37p
(100%)
28.2p
(42%)
Group earnings per share (“EPS”) – post CIP 21.3p
(25%)
31.4p
(50%)
37p
(100%)
27. 5p
(41%)
1. The pre-CIP EPS reflects the Group’s underlying performance before recognising the cost of the CIP award for the year. The Remuneration
Committee determined that the pre-CIP EPS measure is an appropriate basis for measuring performance against the target range as the CIP charge
is itself dependent on the level of performance achieved and the corresponding award outcome. This results in a 42% of maximum award for this
element of the Plan. For information purposes only, we have additionally shown the post-CIP EPS (as per Note 11 to the Accounts) which includes the
impact of the CIP award on earnings to illustrate that the outcome would have been broadly consistent if the assessment had alternatively been made
after taking account of the incentive cost.
The Group delivered a diluted EPS pre-CIP of 28.2 pence against a target of 31.4 pence, resulting in a 42% award
from this element of the Plan.
Group strategic and personal performance measures
Strategic performance measures account for 30% of the total award and personal measures account for 10% of the
total award.
Chief Executive Officer – Performance Outcomes (FY25–26)
Strategic Objectives (30%)
The Committee considered delivery against a broad range of strategic priorities, including:
Objective Area Key Performance Measures Performance Summary
Maximise Value from Existing
Book, Products & Platform
Revenue efficiency, client
engagement, trading frequency and
NPS improvements
Focused on increasing returns from
existing client flows through platform
optimisation and improved execution
efficiency.
Capital Efficiency, Liquidity
&Growth
Capital and liquidity management,
return on equity, regulatory resilience
Oversaw maintenance of capital and
liquidity ratios within Board risk
appetite whilst supporting growth
initiatives.
Rebuild Retail Revenue (D2C)
Retail client acquisition, activity
levels and revenue growth
Drove initiatives to restore and expand
direct-to-consumer revenues.
Objective Area Key Performance Measures Performance Summary
Crypto Offering Rollout
Product launch, client adoption and
revenue generation
Progressed development and
commercialisation of the Group's
crypto offering.
New Product & Partnership
Growth
Product launches, strategic
partnerships and incremental revenues
Advanced new commercial
opportunities and strategic partnerships.
Cost Rebalancing & Operational
Efficiency
Cost efficiency, resource utilisation
and operating leverage
Delivered initiatives to improve
productivity and operational leverage.
Gold-Standard Platform Delivery
Platform stability, scalability and
delivery milestones
Oversaw continued enhancement of
the Group's technology platform.
Wealth Management Strategy
Execution
Product readiness, assets under
management and client adoption
Progressed the Group's wealth
management proposition and growth
strategy.
Web 3.0 Strategy Delivery
Delivery of roadmap and
commercialisation initiatives
Advanced the Group's Web 3.0 and
digital asset strategy.
Leadership & Culture
Leadership effectiveness, culture
and employee engagement
Promoted a high-performance culture
aligned to Group values and strategy.
Taking these factors into account, strategic performance was assessed as 100% achieved.
Personal and Risk Objectives (10%)
The Committee assessed leadership effectiveness and alignment with the Company’s values, governance
framework and risk appetite.
The Committee concluded that:
– performance was delivered in line with expected behaviours;
– a strong focus on risk management and compliance was maintained; and
– no material risk or conduct concerns arose.
Performance was assessed as 100% achieved.
Overall Assessment
Performance was assessed against strategic, personal/risk and financial objectives, with a strong focus on growth,
platform development, innovation and shareholder value creation.
Overall Outcome
The Committee determined an overall annual incentive outcome of 65% of maximum opportunity. No adjustment
was made to the formulaic outcome to ensure alignment with underlying Company performance and the manner in
which results were achieved.
Strategic report Governance Financial statements Shareholder information
83 – CMC Markets plc – Annual Report and Financial Statements 2026
Annual report on remuneration continued
Group strategic and personal performance measures continued
CEO Performance Scorecard
Component Weighting Performance Summary Achievement (%)
Financial
Performance
60% Contribution to revenue, trading performance and efficiency 25%
Strategic
Objectives
30% Delivery across growth, platform, cost efficiency, innovation
and culture
30%
Personal & Risk
Objectives
10% Leadership, conduct and alignment with risk appetite 10%
Total 100% 65%
Global Head of Markets – Performance Outcomes (FY25–26)
Strategic Objectives (30%)
Objective Area Key Performance Measures Performance Summary
Market Integrity, Liquidity
Governance & Regulatory
Oversight
Trading governance, execution
quality, market integrity and
regulatory outcomes
Maintained oversight of global trading
governance and liquidity management
frameworks.
Maximise Value from Existing
Book, Products & Platform
Yield per client, revenue efficiency
and institutional client retention
Enhanced value extraction from
existing client relationships and
product capabilities.
Retail Growth & Market Share
Expansion
Trading volumes, active clients and
market share
Supported initiatives to grow retail
participation and strengthen market
position.
Crypto & Digital Assets (Web 3.0)
Trading activity, wallet adoption and
tokenisation capability
Contributed to expansion of digital
asset and Web 3.0 capabilities.
New Product & Partnership
Growth
Product launches and strategic
partnerships
Supported development of new growth
opportunities and distribution channels.
Cost Rebalancing & Operational
Efficiency
Cost efficiency and operating
leverage
Drove efficiency improvements and
resource optimisation.
MAP Delivery & Super App
Foundations
Platform stability, functionality and
user adoption
Supported delivery of the MAP
platform and Super App strategy.
Wealth Management Strategy &
Rollout
Product readiness, client adoption
and governance
Oversaw development of the Group's
wealth management proposition.
Global Expansion & Strategic
Influence
International deployment and
regulatory readiness
Assisted expansion into priority
regions and strategic positioning.
Web 3.0 Strategy Delivery
Roadmap execution and
commercialisation
Advanced implementation of Web 3.0
initiatives.
Based on the above, strategic performance was assessed as 100% achieved.
Personal and Risk Objectives (10%)
The Committee assessed leadership, conduct and alignment with the Company’s risk appetite.
The committee concluded that:
– appropriate behaviours and leadership were demonstrated;
– risk management and control frameworks were adhered to; and
– no material risk or conduct issues arose.
Performance was assessed as 100% achieved.
Overall Assessment
Performance focused on governance, trading integrity, platform scalability and strategic growth opportunities
Overall Outcome
The Committee determined an overall annual incentive outcome of 65% of maximum opportunity. No adjustment
was made to the formulaic outcome to ensure alignment with underlying Company performance and the manner in
which results were achieved.
Global Head of Markets Performance Scorecard
Component Weighting Performance Summary Achievement (%)
Financial
Performance
60% Contribution to revenue, trading performance and efficiency 25%
Strategic
Objectives
30% Delivery across markets growth, product, platform and
expansion
30%
Personal & Risk
Objectives
10% Leadership, conduct and risk alignment 10%
Total 100% 65%
Head of Global Strategic Partnership – Performance Outcomes (FY25–26)
Strategic Objectives (30%)
Objective Area Key Performance Measures Performance Summary
CMC Invest B2B Partnerships
(Tier 1 Bank & Currys)
Contractual obligations, service
delivery and commercial outcomes
Oversaw successful delivery and
governance of key strategic partnerships.
Consumer Duty
Regulatory compliance and
implementation of enhancements
Ensured consumer duty requirements
were embedded and monitored
across the business.
Group & Markets UK Audit
Audit quality, stakeholder
engagement and timing of
completion
Improved audit efficiency and reduced
outstanding audit items.
Project Horizon
Legal entity structure and strategic
alignment
Progressed legal entity restructuring
to support Group strategy.
Remuneration Committee report continued
84 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Objective Area Key Performance Measures Performance Summary
Neobank Partnership
Revenue growth and omnibus
solution implementation
Expanded contribution from Neobank
arrangements and progressed
platform development.
Spreadbet Closure
Capital release and cost reduction Managed closure activities and
operational consolidation.
Based on the above, strategic performance was assessed as 100% achieved.
Personal and Risk Objectives (10%)
The Committee assessed leadership, conduct and alignment with the Company’s risk appetite.
The committee concluded that:
– appropriate behaviours and leadership were demonstrated;
– risk management and control frameworks were adhered to; and
– no material risk or conduct issues arose.
Performance was assessed as 100% achieved.
Overall Assessment
Performance reflects successful delivery of regulatory, audit, partnership and restructuring objectives.
Overall Outcome
The Committee determined an overall annual incentive outcome of 65% of maximum opportunity. No adjustment
was made to the formulaic outcome to ensure alignment with underlying Company performance and the manner in
which results were achieved. However, award was pro-rated to reflect the period of service as a Director, following his
stepping down from the Board during the year.
Head of Global Strategic Partnerships Performance Scorecard
Component Weighting Performance Summary Achievement (%)
Financial
Performance
60% Contribution to revenue, trading performance and efficiency 25%
Strategic
Objectives
30% Delivery across markets growth, product, platform and
expansion
30%
Personal & Risk
Objectives
10% Leadership, conduct and risk alignment 10%
Total 100% 65%
Head of ANZ – Performance Outcomes (FY25–26)
Strategic Objectives (30%)
Objective Area Key Performance Measures Performance Summary
Project Manhattan (NZX White
Label Project)
Delivery milestones, budget, timing and
commercial outcomes
Led implementation of the NZX
partnership and associated market
infrastructure.
Objective Area Key Performance Measures Performance Summary
Bermuda Business Hub
Governance, compliance and
commercial performance
Oversaw establishment and
development of the Bermuda
business.
Project Sphere
Outsourcing implementation and
cost savings
Progressed evaluation and
implementation of offshoring
initiatives.
NZ Regulatory Regime Changes
Consumer duty implementation and
regulatory compliance
Ensured readiness for evolving New
Zealand regulatory requirements.
Based on the above, strategic performance was assessed as 100% achieved.
Personal and Risk Objectives (10%)
The Committee assessed leadership, conduct and alignment with the Company’s risk appetite.
The committee concluded that:
– appropriate behaviours and leadership were demonstrated;
– risk management and control frameworks were adhered to; and
– no material risk or conduct issues arose.
Performance was assessed as 100% achieved.
Overall Assessment
Performance reflects successful execution of strategic projects and regulatory initiatives.
Overall Outcome
The Committee determined an overall annual incentive outcome of 65% of maximum opportunity. No adjustment
was made to the formulaic outcome to ensure alignment with underlying Company performance and the manner in
which results were achieved. However, award was pro-rated to reflect the period of service as a Director, following his
stepping down from the Board during the year.
Head of ANZ Performance Scorecard
Component Weighting Performance Summary Achievement (%)
Financial
Performance
60% Contribution to revenue, trading performance and efficiency 25%
Strategic
Objectives
30% Delivery across markets growth, product, platform and
expansion
30%
Personal & Risk
Objectives
10% Leadership, conduct and risk alignment 10%
Total 100% 65%
Strategic report Governance Financial statements Shareholder information
85 – CMC Markets plc – Annual Report and Financial Statements 2026
Remuneration Committee report continued
Annual report on remuneration continued
Role
Annual
Salary
Max
award
% salary
Overall
outcome
(% of max
opportunity)
Award
% salary
Total
award
£’000
Total
comp
£’000
Cash award Share award
£’000 % salary £’000 % salary
Peter
Cruddas
Chief Executive
Officer
1000.0 250% 65% 163% 1630.0 2630.0 652.0 65% 978.0 98%
Laurence
Booth
Head of Global
Markets
400.00 350% 65% 228% 912.8 1312.8 365.1 91% 547.7 137%
David
Fineberg
Head of Global
Strategic
Partnerships
365.8 350% 65% 76%
1
278.2 644.0 111.3 30% 166.9 46%
Matthew
Lewis
Head of ANZ 293.7
2
350% 65% 76%
3
223.5 517.2 89.4 30% 134.1 46%
The share element of the 2026 awards will be granted as conditional shares after the announcement of the year-end
results. The award share price will be calculated using the three-day average share price prior to the date of grant of
the award.
Awards vest at 40%, 30% and 30% after three, four and five years respectively and are subject to a performance
underpin assessed at the end of three financial years following the one-year performance period. The performance
underpin will consist of a broad review of the performance of the business and will take into account the Company’s
three-year TSR performance, three-year aggregate profit levels and any regulatory breaches during the period. The
Committee has discretion to apply other factors.
1. The formulaic outcome for David Fineberg has been prorated to reflect the period as a Director. The cash and share awards represent the actual
values awarded which equate to the period April 2025 – July 2025.
2. The annual salary for Matthew Lewis reflects the variation in exchange rate as calculated as at 31 March 2026. Salary has not been amended following
figures reported for FY26.
3. The formulaic outcome for Matthew Lewis has been prorated to reflect the period as a Director. The cash and share awards represent the actual
values awarded which equate to the period April 2025 – July 2025.
Vesting of awards under the CIP and MEP in the financial year ended
31March 2026 (audited)
The first tranche of the 2022 CIP award, the second tranche of the 2021 CIP award, the third tranche of the 2020 CIP
award, the first tranche of the 2023 MEP award and the 2022 MEP award vested to the following Executive Directors
on 14 and 22 July 2025.
The Remuneration Committee assessed the applicable financial and non-financial underpin conditions prior to
vesting and was satisfied that the underlying business performance, risk management outcomes and individual
conduct standards were appropriately reflected in the level of vesting. In undertaking this assessment, the
Committee considered the Group’s overall financial performance, shareholder experience, regulatory and risk
outcomes, and broader stakeholder considerations, and concluded that no adjustment to the vesting outcomes
was required.
Director Total grant in shares Total dividend equivalent shares Total shares vested
Laurence Booth 2022
2023 tranche 1
29,914
80,918
3,692
5,952
33,606
86,870
Peter Cruddas 2022 tranche 1 27,024 3,334 30,358
David Fineberg 2020 tranche 3
2021 tranche 2
2022 tranche 1
44,656
34,840
28,792
12,211
7,424
3,552
56,867
42,264
32,344
Matthew Lewis 2020 tranche 3
2021 tranche 2
2022 tranche 1
16,586
30,576
25,560
4,534*
6,516*
3,153*
21,120
37,092
28,713
* Matthew Lewis’ dividend equivalent shares have been settled in cash
Share awards granted in year (audited)
The table below provides details of the deferred element of the 2025 CIP and the 2025 MEP.
Director Face value of award (£’000) No. of shares awarded
Laurence Booth
1
MEP 750,000 309,533
Peter Cruddas CIP 548,856 226,519
David Fineberg CIP 320,500 132,274
Matthew Lewis CIP 375,900 155,138
1 Awards determined, and in respect of performance, before appointment as Executive Director.
Notes:
The CIP and MEP awards were granted as conditional shares. The award share price was £2.423 calculated using the three-day average share price
prior to the date of grant of the award on 16 July 2025.
86 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
The CIP awards vest at 40%, 30% and 30% after three, four and five years respectively and are subject to a
performance underpin assessed at the end of three financial years following the one-year performance period,
with the underpin assessment to be conducted following the close of the financial year ending 31 March 2028. The
performance underpin will consist of a broad review of the performance of the business and will take into account the
Company’s three-year TSR performance, three-year aggregate profit levels and any regulatory breaches during the
period. The Committee has discretion to apply other factors. For further details please refer to the notes for the single
figure table on page 82.
The Committee considers the MEP scheme to be aligned with the Company’s Remuneration Policy, supporting the
delivery of the Group’s strategic objectives while promoting long-term sustainable performance and alignment with
shareholder interests. The scheme applies to selected members of senior management across the Group and does
not apply to Executive Directors.
The MEP awards vest after three years. The conditions of the share award are that the participant remains as an
employee of the Group on the vesting date and they must remain a good performer.
Malus and Clawback
The Company operates malus and clawback provisions in respect of variable remuneration, including awards
granted under the Combined Incentive Plan (CIP) and the Management Equity Plan (MEP). These provisions
enable the Remuneration Committee to reduce, cancel or recover awards in certain circumstances, including, but
not limited to, a material misstatement of the Company’s financial results, misconduct, failure of risk management,
material reputational damage or other significant adverse events. Such provisions apply for a period of up to seven
years from the date of grant. The Remuneration Committee considers the defined period to be appropriate given the
nature of the Group’s business, regulatory environment and risk profile, including the potential for issues relating to
financial reporting, conduct, risk management or regulatory matters to emerge over an extended period following
the award of variable remuneration.
During the year ended 31 March 2026, the Committee considered whether any circumstances had arisen which
would warrant the application of malus or clawback. In doing so, the Committee took into account the Group’s
financial reporting, risk management outcomes, regulatory compliance and individual conduct. The Committee
concluded that no such circumstances arose and, accordingly, no malus or clawback adjustments were made in
respect of awards.
While malus and clawback were not applied during the year, the Committee last year exercised downward discretion
in determining certain incentive outcomes to ensure that remuneration appropriately reflected underlying business
performance and the shareholder experience. The Committee considers that this approach is consistent with the
principles of the UK Corporate Governance Code, ensuring that variable remuneration outcomes remain aligned
with performance, risk and conduct.
The Committee will continue to keep the operation of malus and clawback provisions under review to ensure
they remain effective and aligned with evolving regulatory and governance expectations. Further details of these
provisions are set out in the Directors’ Remuneration Policy and subsequent Malus and Clawback Policy.
Loans to Directors
During the year, the Company entered into a loan arrangement with Laurence Booth, an Executive Director of the
Company, in connection with residential property financing.
The principal amount outstanding at 31 March 2026 was £400,000. Interest accrued at SONIA plus 2% per annum
until 3 June 2025 and thereafter at the HMRC official rate applicable to beneficial loan arrangements. Interest
accrues daily and is compounded monthly.
The loan is repayable in full by August 2026 and may be repaid earlier at the option of the borrower. The loan
becomes immediately repayable in certain circumstances, including cessation of employment with the Group or
other customary events of default.
The Remuneration Committee and the Board reviewed the terms of the arrangement and considered the loan to
have been provided on commercial terms. The Company has not recognised any impairment provision in respect of
the outstanding balance.
The transaction constitutes a related party transaction for the purposes of IAS 24 “Related Party Disclosures” and
has been disclosed in accordance with the Companies Act 2006.
Implementation in 2026/27
Salary
As described in the Chair’s introductory letter, the Committee has decided to make a further one-off right-sizing
adjustment to the salary of the CEO and Head of Global Markets to ensure that packages are appropriate for the
level of contribution they provide to the company.
Name Role Previous salary Adjusted salary Percentage change
Peter Cruddas Chief Executive Officer £1,000,000 £1,250,000 25%
Laurence Booth Head of Global Markets £400,000 £600,000 50%
Combined Incentive Plan
The Committee also proposes to continue to use Group financial, strategic and individual performance against
targets for the 2026/27 financial year as the basis on which the combined incentive will be awarded. The Committee
reviewed a proposal to amend the weighting of the financial element to 50% and increase the strategic element
accordingly. However, following further consideration of market alignment and prevailing practice, the Committee
determined that it was appropriate to retain the current structure. Accordingly, the performance measures applied to
the combined incentive will remain as follows:
– 60% financial;
– 30% strategic performance; and
– 10% personal objectives.
In relation to the financial target, the Committee has ensured that a sufficiently stretching range has been set by
taking account of a number of internal and external reference points and the impact of regulatory change. With
regard to the strategic and personal objectives, these will be evaluated based on quantitative measurable objectives
in the significant majority of cases.
Pension
The CEO does not currently participate in the pension scheme. The Head of Global Markets can receive a pension
contribution of 7% of salary or cash in lieu of pension (net employer costs).
Strategic report Governance Financial statements Shareholder information
87 – CMC Markets plc – Annual Report and Financial Statements 2026
Annual report on remuneration continued
Share ownership and share interests (audited)
The Committee has adopted guidelines for Executive Directors and other senior Executives to encourage
substantial long-term share ownership. Executive Directors are expected to build and hold shares of at least 200% of
salary and to retain at least 50% of shares vesting (net of tax) until the guideline is achieved.
The table below shows the interests of the Directors and connected persons in shares and the extent to which CMC
Markets’ shareholding guidelines are achieved.
Total share
interests at
31 March 2026
Number
Total share
interests at
31 March 2026
% salary
Requirement
met
Unvested awards
not subject to
performance
conditions
1
Unvested awards
subject to
performance
conditions
2
Executive Directors
Peter Cruddas
(including shares held by spouse)
174,166,081 59,826%
Yes — 518,879
Laurence Booth
(includingsharesheld by spouse)
51,296 44%
No — 839,388
David Fineberg
3
(including shares held by spouse)
618,782 581%
Yes 2,831 482,873
Matthew Lewis
4
(including shares held by spouse)
385,568 451%
Yes — 464,661
1 David Fineberg has interests under the Share Incentive Plan subject to forfeiture for three years.
2 Unvested Deferred Share awards under the CIP are included as unvested awards subject to performance conditions and do not count towards the
total share interests.
3 David Fineberg’s figure is the balance as at 24 July 2025.
4 Matthew Lewis’s figure is the balance as at 24 July 2025.
There are no other changes to shareholdings between 31 March 2026 and 30 May 2026.
Total shareholder return (“TSR”) performance and CEO single figure
The below chart compares the total shareholder return (“TSR”) of the Company against the FTSE 250 index
based on £100 invested at listing (5 February 2016). The FTSE 250 is used as the benchmark as CMC Markets
isaconstituent of this index.
Remuneration Committee report continued
0
80
40
120
160
200
240
280
31/03/16 31/03/17 31/03/18 31/03/19 31/03/20 31/03/21 31/03/22 31/03/23 31/03/24 31/03/25 31/03/2605/02/16
CMC Market FTSE 250 Source: DataStream.
Total shareholder return (rebased to 100)
88 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
CEO pay history
Year ended
31 March 2017
Year ended
31 March 2018
Year ended
31 March 2019
Year ended
31 March 2020
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2023
Year ended
31 March 2024
Year ended
31 March 2025
Year ended
31 March 2026
CEO single figure of remuneration (£’000) 412.8 845.8 434.4 1,048.5 1,459.4 858.2 840.6 957. 2 1,068.9 1,678.5
Annual incentive payout (as % of maximum) 0% 83% 0% 100% 91% 37% 36% 67% 97% 65%
Long-term incentives (as % of maximum) n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Percentage change in remuneration
The table below shows the annual percentage change in salary, taxable benefits and annual incentive for each Director with colleagues employed by the Group who are also not Directors of the Group:
2022 2023 2024 2025 2026
% change in ED and NED remuneration
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Executive Directors
Peter Cruddas 18% 0% (60%) 0% 0% (11%) 0% 0% 85% 0% 0% 43.8% 36% n/a 78%
Laurence Booth 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
David Fineberg
1
0% 0% (61%) 0% (3%) (10%) 4% (15%) 87% 4% (15%) 87% (67%) (62%) (48%)
Matthew Lewis
2
7% 0% (60%) (3%) 0% (10%) 0% 0% 85% 0% 0% 85% (66%) (100%) (64%)
Non-Executive Directors
James Richards 11% 4,692% n/a 0% 72% n/a 0% (48%) n/a 0% 28% n/a n/a n/a n/a
Paul Wainscott 5% 513% n/a 6% 448% n/a 15% 42% n/a 0% (21%) n/a 88% (97%) n/a
Sarah Ing 5% n/a n/a 4% n/a n/a 8% n/a n/a 0% n/a n/a 10% n/a n/a
Clare Francis n/a n/a n/a 0% n/a n/a 258% 221% n/a 0% n/a n/a (10%) 0% n/a
Stuart Manning 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
All employees
3
8% 0% (5%) 9% 0% (9%) 6.6% 0% 29% 6.6% 0% 29% 6% 0% 5%
1 The annual incentive for David Fineberg indicates the prorated award to reflect his time as a Director.
2 The annual incentive for Matthew Lewis indicates the prorated award to reflect his time as a Director.
3 The employee figure relates to those “same store” employees, i.e. those employed on 1 April 2025, and compares their salary then to 31 March 2026. Annual incentive figure is based on the corporate bonus awards and does not reflect stock awarded to employees.
Strategic report Governance Financial statements Shareholder information
89 – CMC Markets plc – Annual Report and Financial Statements 2026
Annual report on remuneration continued
Pay ratio reporting
The Company is required to publish information on the pay ratio of the Group Chief Executive to UK employees.
The table below sets out the ratio of the pay and benefits of the median UK employee (P50) and those at the 25th
(P25) and 75th (P75) percentile to the remuneration received by the Group Chief Executive Officer. We have
used “methodA” as we believe it provides the most consistent and comparable outcomes. The ratios reflect all
remuneration received by an individual in respect of the relevant years, and includes salary, benefits, pension and
value received from incentive plans. Employee pay and benefits were determined on 31 March 2026 using the same
approach as used for the single total figure.
Total remuneration
Financial year Methodology
P25
(lower quartile)
pay ratio
P50
(median)
pay ratio
P75
(upper quartile)
pay ratio
2026 A 33:1 21:1 15:1
2025 A 21:1 14:1 10:1
2024 A 19:1 12:1 9:1
2023 A 17:1 11:1 8:1
2022 A 18:1 11:1 8:1
2021 A 33:1 21:1 15:1
2020 A 26:1 17:1 12:1
The change in ratio in 2026 reflects the change in base pay as well as the achievements against the financial
objective under the CIP scheme in FY26. Comparative employee reward elements are detailed below:
CEO
£’000
P25
(lower quartile)
£’000
P50
(median)
£’000
P75
(upper quartile)
£’000
Total salary 950.0 46.9 72.9 100.2
Total remuneration 1,678.5 51.5 81.1 116.1
Our approach to pay across the organisation, including for Executives, is grounded in a clear pay for performance
philosophy. Total reward is designed to be competitive enough to attract and retain high-calibre individuals, while
avoiding overpayment, and to support individual development and career progression.
Pay ratios reflect the increasing levels of accountability associated with more senior roles. As seniority increases,
agreater proportion of remuneration is linked to performance and long-term value creation, particularly for the CEO,
where alignment with shareholder interests is a key focus.
We are satisfied that the median pay ratio reported this year is consistent with our overall pay, reward and
progression framework. Employees at the median have access to annual salary reviews, performance-related pay,
and opportunities for career advancement, all of which reinforce our commitment to rewarding performance.
Relative importance of spend on pay
The chart below illustrates the Group’s actual expenditure on shareholder distributions (including dividends
and share buybacks) and total employee pay expenditure for the financial years ended 31 March 2025 and
31March 2026.
0
20
40
60
80
100
120
140
£’000
Employee remuneration
9% increase
113.7
124.3
0
10
20
30
40
50
60
£’000
Total shareholder distributions
20% increase
31.1
37. 2
2025 2026
Dilution
The Company’s share schemes are funded through a combination of shares purchased in the market and new issue
shares, as appropriate. The Company monitors the number of shares issued under these schemes compared to
the relevant dilution limits set by the Investment Association in respect of all share plans (10% in any rolling ten-year
period) and Executive share plans (5% in any rolling ten-year period).
Payments to past Directors (audited)
As announced on 25 February 2025, Albert Soleiman stepped down as Chief Financial Officer (CFO) and director
of the company. Albert remained with the Group until 31 July 2025, in order to support an orderly handover of his
duties. Albert’s termination agreement included payment of six months’ base salary (£150,000) in lieu of notice,
payment of £8,077 in respect of accrued but unused holiday, and a discretionary payment of £110,200 in recognition
of contribution to the company over his tenure and to support a smooth transition. The payment was not made under
any contractual obligation, normal salary and benefit entitlements lapsed as at the termination date.
During the year, David Fineberg and Matthew Lewis, both Executive Directors, stepped down from the Board
with effect from the conclusion of the 2025 Annual General Meeting. No payments were made, nor were any
compensation arrangements entered into, in connection with their cessation as directors of the Company. Following
their departure from the Board, both individuals remained employed within the Group in executive capacities. Their
remuneration continued to be determined in accordance with the Group’s remuneration policies applicable to senior
executives and comprised base salary, benefits and participation in the Group’s discretionary annual and long-term
incentive arrangements. No additional remuneration or benefits were provided as a consequence of their stepping
down from the Board.
Remuneration Committee report continued
90 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Name
Year ended
31 March
Base fee
£’000
Committee
fee
5
£’000
SID fee
5
£’000
Stakeholder/
client
NED fee
£’000
Benefits
1
£’000
Total
2
£’000
Paul Wainscott
2026 167.5 15.0 15.0 — 0.3 197.8
2025 75.0 15.0 15.0 — 11.9 114.4
James Richards
3
2026 87. 5 — — — 6.6 94.1
2025 210.0 — — — 13.6 223.6
Sarah Ing
2026 75.0 15.0 8.8 — 0.1 98.9
2025 75.0 15.0 — — — 90.0
Clare Francis
2026 75.0 15.0 — — 1.8 91.8
2025 75.0 15.0 — 10.0 1.8 101.8
Stuart Manning
4
2026 31.3 6.3 — — — 37.6
2025 — — — — — —
1 Non-Executive Directors are not entitled to benefits. Benefits (and any tax due thereon) relate to reimbursed travel expenses.
2 Non-Executive Directors are not entitled to receive share-based payments and no award of shares was granted to any NEDs during the period.
3 Stepped down as Chairman following AGM on 24 July 2025.
4 Appointed as Non-Executive Director effective 1 November 2025.
5 Paul Wainscott was appointed Chairman of the Board on the 24 July 2025. An error was made in not removing his entitlement to committee and SID
fees, which caused an over payment. These figures reflect the emoluments paid and the over payment will be recovered.
Non-Executive Director remuneration
The table below sets out the remuneration for the Non-Executive Directors for the year ended 31 March 2026.
Thefees detailed below for 2026 will be unchanged for the year ending 31 March 2027.
Role £’000
Chairman fee 210.0
Non-Executive Director fee 75.0
Committee Chair additional fee 15.0
Workforce Engagement Non-Executive Director fee 10.0
Consumer Duty Non-Executive Director fee 10.0
Senior Independent Director additional fee 15.0
External appointments
It is the Board’s policy to allow Executive Directors to take up external non-executive positions, subject to the prior
approval of the Board. Any fee earned in relation to outside appointments is retained by the Executive Director. Peter
Cruddas was a director of The Peter Cruddas Foundation, Finada Limited and Crudd Investments Limited during the
year ended 31 March 2026 and received no fees in relation to these appointments. No other Executive Director held
any outside appointments.
Single total figure of Non-Executive Director remuneration (audited)
The table below sets out the single total figure of the remuneration received by each Non-Executive Director who
served during the year ended 31 March 2026. The fees set out in the table below reflect the actual amounts paid
during the year. The Non-Executive Directors do not receive any variable remuneration.
Remuneration comprises an annual fee for acting as a Chairman or Non-Executive Director of the Company.
Additional fees are paid to Non-Executive Directors in respect of service as Chair of the Group Audit, Group Risk
or Remuneration Committees, Senior Independent Director, Workforce Engagement Non-Executive Director and
Consumer Duty Non-Executive Director.
Strategic report Governance Financial statements Shareholder information
91 – CMC Markets plc – Annual Report and Financial Statements 2026
Annual report on remuneration continued
Non-Executive Director share ownership and share interests (audited)
The table below shows the interests of the Non-Executive Directors and connected persons in shares.
Name
Ordinary Shares
held at
31 March 2025
Ordinary Shares
held at
31 March 2026
Paul Wainscott — —
James Richards
1
— —
Sarah Ing — —
Clare Francis — —
Stuart Manning — —
1 Reflects the period in post as Chairman, stepped down following the AGM on 24 July 2025.
There are no other changes to shareholding between 31 March 2026 and 30 May 2026.
The Remuneration Committee
During the year, the Committee sought internal support from the Executive Directors, who attended Committee
meetings by invitation from the Chair. Advice was sought on specific questions raised by the Committee and
on matters relating to the performance and remuneration of senior managers. No Director was present for any
discussions that related directly to their own remuneration. The Company Secretary, or their deputy, attends each
meeting as Secretary to the Committee.
Advisers to the Remuneration Committee
In undertaking its responsibilities, the Committee seeks independent external advice as necessary. Willis Towers
Watson (“WTW”) has continued to act as adviser to the Committee throughout the year. WTW was appointed in
2017 by the Committee following a review of advisers. WTW is a voluntary signatory to the Code of Conduct for
Remuneration Consultants, which assures clients of independence and objectivity. Details of the Code can be
found at www.remunerationconsultantsgroup.com. During the year, WTW provided independent advice on a range
of remuneration matters including current market practice, benchmarking of Executive pay and incentive design.
The fees paid to WTW in respect of work carried out, on a time and expenses basis, for the Committee for the year
under review total £65,855.40. The Committee is comfortable that the advice it has received has been objective and
independent. In addition to advising on Executive Director and senior management remuneration, WTW is also the
principal provider of market data for the wider employee population in London and Sydney.
Statement of voting at the AGM
The Company AGM was held on 24 July 2025, where the Directors’ remuneration report was tabled. The result of the
vote on these resolutions is set out below:
Remuneration Policy (at 2025 AGM) Remuneration report (at 2025 AGM)
% of votes
(excluding withheld) Number of votes
% of votes
(excluding withheld) Number of votes
For 94.95 231,857,929 90.84 220,020,819
Against 5.05 12,321,599 9.16 22,191,372
Total votes cast 244,179,528 242,212,191
Withheld
1
6,476 1,973,813
1 A vote withheld is not a vote in law and so is not counted for the purposes of the calculation of the proportion of votes “for” and “against” a resolution.
This report will be submitted to shareholders for approval at the AGM to be held on 24 July 2026. Approved by the
Board on 15 June 2026 and signed on its behalf by:
Sarah Ing
Independent Non-Executive Director and
Chairofthe Remuneration Committee
15 June 2026
Remuneration Committee report continued
92 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Directors’ report
CMC Markets plc is a public limited company
incorporated in England and Wales under the
Companies Act 2006 with registered number 05145017.
The Directors present their report, together with the
consolidated Financial Statements for the year ended
31 March 2026. For the purpose of the FRC’s Disclosure
Guidance and Transparency Rule (“DTR”) 4.1.8R, the
Strategic report is also the Management report for the
year ended 31 March 2026. The Corporate governance
sections that appear on pages 46 to 96, together with
this report of which they form part, fulfil the requirements
of the Corporate governance statement for the purpose
of the DTRs.
Directors
All Directors will seek re-election at the 2026 Annual
General Meeting (“AGM”) to be held on Friday 24 July 2026
other than Clare Francis. Following recommendation by the
Nomination Committee, a Director may be appointed to
the Board by the Board of Directors and will then be put
forward at the following AGM for election by the
shareholders. The Company’s Articles of Association,
available on the CMC Markets plc Group website, detail
the appointment and removal process for Directors.
The Company has not adopted any special rules
regarding the appointment and replacement of Directors
other than as provided for under UK company law.
Details of Directors’ interests
and conflicts
The Directors have a statutory duty to avoid conflicts of
interest. The Board has established a procedure to deal
with any potential or actual conflicts of interest and to
ensure that all such interests are disclosed and, where
appropriate, authorised by the Board (with any limits
or conditions imposed as applicable) in accordance
with the Articles of Association and the Companies Act
2006. Details of all Directors’ conflicts of interest are
recorded in a register of conflicts which is maintained by
the Company Secretary and all approvals are formally
minuted. Upon appointment, new Directors are advised
of the procedure for managing conflicts, which includes
the notification of any actual or potential conflicts or
changes to the circumstances of any such conflicts.
Any decision of the Board to authorise a conflict
of interest is only effective if it is agreed without the
conflicted Director(s) voting or without their votes being
counted. In making such a decision, the Directors must
act in a way they consider in good faith will be most likely
to promote the success of the Group. The management
of potential conflicts has been operating in accordance
with the procedure throughout the year in review and
subsequently. Details of the current Directors’ interests
in the Company’s shares and securities can be found
in the Directors’ remuneration report on pages 88 and
92 and their biographies, including details of other
directorships, are disclosed on pages 48 and 49.
The Directors of the Company who were in office during
the year and up to the date of signing the Financial
Statements were:
Paul Wainscott Chairman
Lord Peter
Cruddas
Chief Executive Officer
Laurence Booth Head of Global Capital Markets –
Executive Director
Sarah Ing Senior Independent Director
Clare Francis Non-Executive Director
Stuart Manning Non-Executive Director
Emma Earp Non-Executive Director
David Fineberg, Matthew Lewis and James Richards
stepped down from the Board at the conclusion of
the 2025 AGM and Paul Wainscott assumed the
position of Chairman. Sarah Ing was appointed
as Senior Independent Director with effect from
1September 2025. Stuart Manning was appointed as
a Non-Executive Director of the Company with effect
from 1November 2025 and Emma Earp was appointed
with effect from 1 April 2026.
Directors’ indemnities
As permitted by the Articles of Association, the
Company has granted indemnities to each of its
Directors and the Company Secretary to the extent
permitted by law.
A qualifying third-party indemnity provision as defined
by Section 234 of the Companies Act 2006 was in
force throughout the last financial year and remains in
place in relation to certain losses and liabilities which
the Directors or Company Secretary may incur to
third parties in connection with their position in the
Company or any associated company. The Company
also maintains appropriate insurance to cover Directors’
and Officers’ liability, which is assessed annually
and approved by the Board. No amount was paid
under the Directors’ and Officers’ liability insurance
during the year.
Branch offices
CMC Markets plc does not have any overseas
branches. Various subsidiaries in the Group have
overseas branches, as detailed on pages 141 and 142.
Strategic report
The Companies Act 2006 requires the Group to
prepare a Strategic report, which commences at the
start of this Annual Report and Financial Statements
up to page 45. As permitted by Section 414C(11) of the
Companies Act 2006, some matters required to be
included in the Directors’ report have instead been
included in the Strategic report. These disclosures are
incorporated by reference in the Directors’ report. The
Strategic report includes information on the Group’s
operations and business model, going concern and
viability, review of the business throughout the year,
anticipated future developments, key performance
indicators, principal risks and uncertainties, information
on stakeholder and employee engagement and the
Board’s statement in accordance with Section 172 of the
Companies Act 2006. The use of financial instruments
is included in the report and further covered under note
32 to the consolidated Financial Statements.
The Group’s vision is to be a global provider of online
retail financial services and to maintain its status as a
pioneer of platform technology. Its strategic objective is
to provide long-term value to shareholders by ensuring
superior returns. This long-term success is generated
through the consistent and sustainable delivery of
growth in revenue and improvement to operating
margins through operational excellence including
product innovation, geographical diversification,
technology and services. The strategic objectives
to achieve this are also set out in the Strategic report
on page 11.
Dividends
On 15 June 2026, the Board recommended a final
dividend of 8.3 pence per Ordinary Share in respect of
the full financial year ended 31 March 2026, subject to
shareholder approval at the 2026 AGM. If approved, the
dividend will be paid on 14 August 2026 to shareholders
on the register of members at the close of business on
10 July 2026. The shares will go ex-dividend on 9 July
2026. An interim dividend of 5.5 pence per Ordinary
Share was paid on 8 January 2026, bringing the total
dividend for the year ended 31 March 2026 to 13.8
pence per Ordinary Share.
Further information on dividends is shown in note 12 of
the Financial Statements and is incorporated into this
report by reference.
Share capital
The Company’s share capital comprises Ordinary
Shares of 25 pence each and Deferred Shares
of 25pence each. At 31 March 2026, there were
279,815,463 Ordinary Shares (99.12% of the overall
share capital) and 2,478,086 Deferred Shares
(0.88%of the overall share capital) in issue.
Further information about share capital can be found in
note 28 of the Financial Statements.
Strategic report Governance Financial statements Shareholder information
93 – CMC Markets plc – Annual Report and Financial Statements 2026
Ordinary Shares
The holders of Ordinary Shares are entitled to one vote
per share at meetings of the Company. All Ordinary
Shares in issue in the Company rank equally and carry
the same voting rights and the same rights to receive
dividends and other distributions declared or paid by the
Company. Throughout the year, the Ordinary Shares
were publicly listed on the London Stock Exchange and
they remain so as at the date of this report. There are no
specific restrictions on the size of a shareholding nor on
the transfer of shares, which are both governed by the
Articles of Association and prevailing law. The Directors
are not aware of any agreements between holders of
the Company’s shares that may result in restrictions
on the transfer of shares or on voting rights. No person
has special rights of control over the Company’s share
capital and all issued shares are fully paid.
Shares held by the Employee Benefit Trust rank
pari passu with the Ordinary Shares and have no
special rights. Voting rights and rights of acceptance
of any offer relating to the shares held in this trust
rest with the trustees, who may take account of any
recommendation from the Company. Voting rights are
not exercisable by the employees on whose behalf
theshares are held in trust.
Deferred Shares
The holders of Deferred Shares do not have the
right to receive notice of any general meeting of the
Company nor the right to attend, speak or vote at any
such general meeting. The Deferred Shares have
no rights to dividends and, on a return of assets in a
winding-up, entitle the holder only to the repayment
of the amounts paid upon such shares. The Deferred
Shares may be purchased at nominal value at the
option of the Company by notice in writing served on
the holder of the Deferred Shares. No application has
been made or is currently intended to be made for the
Deferred Shares to be admitted to the Official List or
to trade on the London Stock Exchange or any other
investment exchange.
Share capital and Directors’ powers
The powers of the Directors, including in relation to the
issue or buyback of the Company’s shares, are set out in
the Companies Act 2006 and the Company’s constitution.
Shareholders will be asked to renew these authorities in
line with the latest institutional shareholder guidelines at
the 2026 AGM.
Controlling Shareholder disclosure
The Company entered into a Relationship Agreement
with Lord Peter Cruddas and Fiona Cruddas (the
“Controlling Shareholders”) on 26 January 2016, the
terms of which came into force on listing the Company
to trade on the Main Market of the London Stock
Exchange. The principal purpose of the Relationship
Agreement is to ensure that the Company is capable
at all times of carrying on its business independently
of the Controlling Shareholders and their associates,
that transactions and relationships with the Controlling
Shareholders and their associates are at arm’s length
and on normal commercial terms (subject to the rules
on related party transactions in the Listing Rules) and
that the Controlling Shareholders do not take any action
that would prevent the Company from complying with
or circumventing the Listing Rules. The Relationship
Agreement will remain in effect until the earlier of: (i) the
Controlling Shareholders ceasing to own in aggregate
an interest in at least 10% or more of the Ordinary
Shares in the Company (or an interest which carries
10% or more of the aggregate voting rights in the
Company from time to time); or (ii) the Ordinary Shares
ceasing to be listed on the premium listing segment of
the Official List and admitted to trading on the London
Stock Exchange’s Main Market for listed securities.
The Company has complied with the independence
provisions included in the Relationship Agreement and,
so far as the Company is aware, such provisions have
been complied with during the period under review by
the Controlling Shareholders and their associates.
Significant contracts and change of control
The Company has a large number of contractual arrangements which it believes are essential to the business of
the Company. These can be split into three main categories, which are a committed bank facility, prime broker
arrangements, and market data and technology contracts. The committed bank facility includes provisions which
may, on a change of control, require any outstanding borrowings to be repaid or result in termination of the facilities.
The Group’s share and incentive plans include usual provisions relating to change of control. There are no
agreements providing for compensation for the Directors or employees on a change of control.
Statutory information contained elsewhere in the report
Information required to be part of this Directors’ report can be found elsewhere in the Annual Report as indicated
below. These sections are deemed to be incorporated by reference into the Directors’ report:
Information Location in Annual Report
Section 172 statement and stakeholder engagement (including clients and suppliers) Pages 31 to 34
Employees (employment of disabled persons and employee engagement) Page 38
Employee share schemes Note 34, pages 136 to 137
Financial risk management, objectives and policies Note 33, pages 130 to 135
Future developments Page 19
to Internal controls over financial reporting Page 56 to 57
Directors’ interests in shares of the Company Page 88 and 92
Related party transactions Note 35, page 137
Greenhouse gas emissions, energy consumption and energy efficiency action Pages 40 to 44
TCFD/SECR disclosures Pages 40 to 44
CMC Own Shares held in Employee Benefit Trust Note 29 page 107
Directors’ report continued
94 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Disclosure table pursuant to Listing Rule UKLR 6.6.4R
Listing Rule Information to be included Disclosure
6.6.1(1) Interest capitalised by Group. None.
6.6.1(2) Unaudited financial information
(UKLR 6.2.23R).
None.
6.6.1(3) Long-term incentive scheme information
involving Board Directors (UKLR 9.3.3R).
Details can be found on pages 76 to 89 of the
Directors’ remuneration report.
6.6.1(4) Waiver of emoluments by a Director. None.
6.6.1(5) Waiver of future emoluments by a Director. None.
6.6.1(6) Non-pre-emptive issues of equity for cash. None.
6.6.1(7) Non-pre-emptive issues of equity for cash
inrelation to major subsidiary undertakings.
None.
6.6.1(8) Listed company is a subsidiary of
anothercompany.
Not applicable.
6.6.1(9) Contracts of significance involving a Director
ora Controlling Shareholder.
None, except for Lord Cruddas’ service contract.
6.6.1(10) Contracts for the provision of services
byaControlling Shareholder.
None, except for Lord Cruddas’ service contract.
6.6.1(11) Shareholder waiver of dividends. The trustees of the CMC Markets plc Employee Share
Trust have a dividend waiver in place in respect of
Ordinary Shares which are its beneficial property.
6.6.1(12) Shareholder waiver of future dividends. The trustees of the CMC Markets plc Employee Share
Trust have a dividend waiver in place in respect of
Ordinary Shares which are its beneficial property.
6.6.1(13) Agreement with Controlling Shareholder. See Controlling Shareholder disclosure on page 88
ofthe Directors’ report.
Substantial shareholdings
Information provided to the Company by substantial shareholders pursuant to the DTRs is published via a Regulatory
Information Service and on the Company’s website. The table below sets out details of the shareholdings of
LordPeter Andrew Cruddas and Mrs Fiona Cruddas and further provides details of the interests in the voting rights
of the Company’s Ordinary issued share capital as at 31 March 2026, notified to the Company under DTR 5. Holdings
may have changed since being notified to the Company as notification of any change is not required until the next
applicable threshold is crossed.
Shareholder
As at 31 March 2026
Number of
voting rights
% of
voting rights
Lord Peter Andrew Cruddas 165,171,717 59.03
Aberforth Partners LLP 14,741,475 5.27
Schroders plc 14,167,409 5.06
Mrs Fiona Cruddas 8,994,364 3.21
Apex Financial Services (Trust Company) Limited 8,579,337 3.07
Between the year end and 15 June 2026 (being the latest practicable date) there have been no changes notified to us
in respect of these holdings.
The shareholdings of CMC Markets plc Directors are listed within the Directors’ remuneration report on page 88.
Articles of Association
Any amendments to the Company’s Articles of Association may only be made by passing a special resolution at a
general meeting of the shareholders of the Company.
Research and development
The Group continues to invest in the development of the trading and investing platforms in addition to maintaining
existing infrastructure, with considerable effort applied by the technical and software development teams. In
addition, the Group has capitalised development costs relating to new product and functionality development.
During the year development expenditure amounting to £8.7 million has been capitalised (2025: £5.9 million).
Directors’ statement as to disclosure of information to auditor
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they each are
aware, there is no relevant audit information (being information needed by the external auditor in connection with
preparing its audit report) of which the Company’s external auditor is unaware, and each Director has taken all the
steps that he or she is obliged to take as a Director in order to make himself/herself aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information. This confirmation is given
pursuant to Section 418 of the Companies Act 2006.
Strategic report Governance Financial statements Shareholder information
95 – CMC Markets plc – Annual Report and Financial Statements 2026
Independent auditor
In accordance with Section 489 and Section 492 of
the Companies Act 2006, resolutions to reappoint
Deloitte LLP as the Company’s auditor and authorise
the Group Audit Committee to determine the auditor’s
remuneration will be put to the 2026 AGM.
Political donations
No political donations were made by the Company
during the year.
Annual General Meeting
The 2026 AGM is to be held at 10:00 a.m. on Friday
24July 2026 at 133 Houndsditch, London EC3A 7BX.
Due to the Controlling Shareholder disclosure on page
94, the independent shareholders’ voting results on the
re-election of independent Non-Executive Directors
(excluding the Chairman) will be disclosed when
the voting results are published. Should the required
percentage of the independent shareholders’ vote to
approve re-election not be achieved, then a further vote
will be held at a subsequent general meeting within the
prescribed time period.
Events after the reporting period
Details of events occurring subsequent to the year end
are set out in note 37.
Statement of Directors’
responsibilities in respect of the
Financial Statements
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law the Directors have prepared the Group and the
parent company Financial Statements in accordance
with UK-adopted International Accounting Standards.
Under company law the Directors must not approve
the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Group and parent company and of the profit or loss
of the Group for that period. In preparing the Financial
Statements, the Directors are required to:
– select suitable accounting policies and then apply
them consistently;
– state whether applicable UK-adopted International
Accounting Standards have been followed, subject
to any material departures disclosed and explained in
the Financial Statements;
– make judgements and accounting estimates that are
reasonable and prudent; and
– prepare the Financial Statements on the going
concern basis unless it is inappropriate to presume
that the Group and parent company will continue
in business.
The Directors are also responsible for safeguarding the
assets of the Group and parent company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group and parent company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the Group and parent company and
enable them to ensure that the Financial Statements
and the Directors’ remuneration report comply
with the Companies Act 2006. The Directors are
responsible for the maintenance and integrity of the
parent company’s website. Legislation in the United
Kingdom governing the preparation and dissemination
of Financial Statements may differ from legislation in
otherjurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and
Financial Statements, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Group and
parent company’s position and performance, business
model and strategy.
Each of the Directors, whose names and functions are
listed on pages 48 to 49, confirm that, to the best of
theirknowledge:
– the Group and parent company Financial
Statements, which have been prepared in
accordance with UK- adopted International
Accounting Standards, give a true and fair view of
the assets, liabilities and financial position of the
Group and parent company and of the profit of the
Group; and
– the Strategic report includes a fair review of the
development and performance of the business
and the position of the Group and parent company,
together with a description of the principal risks and
uncertainties that it faces.
The Annual Report and Financial Statements were
approved by the Board on 15 June 2026.
By order of the Board
Roy Tooley
Company Secretary
15 June 2026
CMC Markets plc
Registered number: 05145017
Directors’ report continued
96 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Independent auditor’s report
To the members of CMC Markets plc
Report on the audit of the financial statements
1. Opinion
In our opinion:
– the financial statements of CMC Markets plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true
and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 2026 and of the group’s
profit for the year then ended;
– the group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
– the parent company financial statements have been properly prepared in accordance with United Kingdom
adopted international accounting standards and as applied in accordance with the provisions of the Companies
Act 2006; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
– the consolidated income statement;
– the consolidated statement of comprehensive income;
– the consolidated statement of financial position;
– the consolidated statement of changes in equity;
– the consolidated statements of cash flows;
– the related notes to the consolidated financial statements 1 to 37;
– the Company statement of financial position;
– the Company statement of changes in equity;
– the Company statements of cash flows;
– the related notes to the Company financial statements 1 to 9.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom
adopted international accounting standards and, as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable
law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of
the financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’)
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. The non-audit services provided to the group and the parent company for the
year are disclosed in note 9 to the financial statements. We confirm that we have not provided any non-audit services
prohibited by the FRC’s Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
– capitalisation and impairment of certain intangible assets;
– trading revenue; and
– amounts due from/to brokers.
Materiality
The materiality that we used for the group financial statements was £3.20m
(2025: £2.90 million) which was determined on the basis of 0.7% of net assets
(2025: 0.7% of net assets).
Scoping
Our group audit scoping identified one component (United Kingdom) where we
performed an audit of the entire financial information. Additionally, we performed
audits of specific classes of transactions and account balances at a further
three components – refer to section 7 for more details. Our audit work provided
coverage of 99.54% (2025: 99.40%) of the group’s total assets, 99.92% (2025:
99.10%) of the group’s total revenue, and 84.18% (2025: 97.3%) of the group’s
profit before tax across the group’s business segments.
Significant changes
inour approach
The following changes to the key audit matters were identified in the current year.
– IT access management and controls over service organisations –
thegroup implemented a remediation programme and has made significant
progress during the year to remediate controls deficiencies related to
information technology (”IT”) and service organisations that were identified
inthe previous years. As such, we have not identified this as a separate key
audit matter for the current year.
– Trading revenue – new key audit matter identified in the current year is
driven by heightened trading volatility as a result of recent geopolitical events,
diversification of revenue streams to facilitate client trading activities covering
listed and unlisted securities, and an increase in Treasury Management and
Capital Markets division activities.
– Amounts due from brokers – new key audit matter identified for the current
year. These account balances are material to the financial statements, and its
designation reflects the significant audit attention required due to the inherent
complexities. During the reporting period, the group continued to establish
new trading relationships, which, alongside the evolving business model and
increasing operational complexity, introduces significant audit effort related to
the recognition and presentation of these balances.
Strategic report Governance Financial statements Shareholder information
97 – CMC Markets plc – Annual Report and Financial Statements 2026
Independent auditor’s report continued
To the members of CMC Markets plc
Report on the audit of the financial statements continued
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the
going concern basis of accounting included:
– obtaining an understanding of the group’s process to arrive at their conclusion to prepare the financial statements
on a going concern basis;
– with the involvement of our regulatory specialists, challenging the liquidity and capital adequacy and stress
testing assumptions used by the group, including consideration of regulatory enquiries/observations, recent
market volatility, and whether applied stresses were reasonable in the context of the group and parent company’s
operating environment;
– with the involvement of our regulatory specialists, where relevant, assessing emerging operational, regulatory
and market risks facing entities within the group and the parent company, including the impact of volatility in global
financial markets and the group’s strategic initiatives;
– evaluated the ongoing viability of the group, its business model and operations;
– assessing the key assumptions supporting the group’s and parent company’s latest budget forecasts;
– assessing the historical accuracy of forecasts prepared by the group; and
– assessing the appropriateness of going concern disclosures made in the notes to the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group’s and parent company’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether
the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
5. Key audit matters
The key audit matters communicated below are matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current year and included the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which
had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
ofthe engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Capitalisation and impairment of certain intangible assets
Key audit matter
description
The group, as part of its strategic initiatives, is extending a number of product
offerings and continues to capitalise costs associated with internally developed
software supporting these initiatives.
As of 31 March 2026, the group has capitalised a total of £9.7 million (2025:
£6.1million) of intangible assets, of which £8.7 million (2025: £5.9 million) relates
to internally generated software. Further details are included in note 13 to the
financial statements.
Capitalisation of expenditure on internally-generated intangible assets is
subjective and involves judgement on the part of the group in respect of whether
such expenditure qualifies for recognition in accordance with International
Accounting Standard 38: Intangible Assets (“IAS 38”). Capitalised expenditure
comprises the time spent on the development of the intangible asset, by both
internal staff and external contractors.
Internally-generated intangible assets are assessed for impairment in
accordance with International Accounting Standard 36: Impairment (“IAS 36”).
A high degree of judgement is required to assess these assets for impairment,
particularly given the group’s focus on cost control and group’s decision to align
the Cash-Generating Unit (“CGU”) structure going forward with the group’s
evolving product strategy (see note 13 to the financial statements). This is due
to subjectivity in developing accurate forecasts to support value-in-use (“VIU”)
assessments, particularly where a particular business is at a nascent stage and
where the operating environment is not easily predictable. These forecasts
are based on key assumptions such as discount rates, useful economic life,
business-to-business (“B2B”) revenues and other nominal cash flows, which
are often subjective, are not derived from external market data and represent
significant sources of estimation uncertainty as disclosed in note 13 to the
financial statements.
This matter is also discussed in the Group Audit Committee report on page 63.
98 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
How the scope of our
audit responded to the
keyaudit matter
We obtained an understanding of the relevant controls established by the
group over the capitalisation of expenses, as well as the associated controls
and financial reporting processes supporting the determination of CGUs and
impairment. Our audit procedures in respect of capitalisation and impairment
included the following:
– identification of projects and the associated capitalised costs across
the group;
– evaluation of whether costs were eligible for capitalisation, in accordance
with IAS 38;
– assessment of the appropriateness of the basis of measurement model
supporting the VIU assessment, including of the realignment of the CGUs to
the group’s diversification strategy;
– assessment of the methodology applied by the group in determining whether
objective evidence of an impairment loss exists;
– with the involvement of our specialists, evaluation of the group’s
methodologies with reference to standard valuation practices;
– development of independent key valuation assumptions to the VIU calculation,
which were compared against the inputs used by the group; and
– evaluation of the appropriateness of associated disclosures.
Key observations
Through our procedures, we concluded that the capitalisation and impairment
of intangible assets is appropriate. The determination of CGUs is appropriate
and the carrying value of software intangible assets are based on reasonable,
supportable assumptions, and that key assumptions, impairment charges
recognised during the year, if any, and sensitivities have been appropriately
disclosed in note 13 to the financial statements.
There are a number of control matters remaining that the group are in the process
of addressing. These include relevant controls over the capitalisation of staff
costs, and the ongoing assessment of impairment conclusions on assets.
5.2. Trading revenue
Key audit matter
description
A significant portion of the group’s revenue is derived from trading activities,
generating £301m in the current year (2025: £256m).
Revenue generated from contracts for difference (“CFD”) and Spreadbet
transaction flow is highly automated and consists of high volume and low value
transactions and is highly reactive to the volatile market conditions observed
asaresult of the geopolitical landscape.
As the group has followed through on its diversification strategy, we have
observed an increase in balances of listed and unlisted equity investments to
facilitate client trades, along with an increase in Treasury Management and
Capital Market division activities to better manage the group’s liquidity as per
the group’s investment guideline. This has led to an increase in unrealised gains
and losses on more complex financial instruments and consequently has had an
impact in both time and effort from an audit perspective.
Further details are included on page 17 and note 3 to the financial statements.
How the scope of our
audit responded to the
keyaudit matter
Our audit procedures in respect of trading revenue included the following:
– obtaining an understanding of the relevant controls and processes pertaining
to calculation and recording of trading revenue, customer onboarding, client
categorisation, complaints handling and the consistent loss process;
– with the involvement of our data analytics specialists, reconciliation of trading
revenue data through to the corresponding cash, trade receivables, and
payables positions;
– circulation of independent external confirmations of positions with banks,
retailand institutional customers, custodians and brokers;
– with the involvement of our valuation specialists, independent assessment
ofthe valuation of complex financial instruments, including unlisted shares,
which is used to assess the unrealised gains or losses;
– assessment over a sample of inputs used in the calculation of revenue, such
as spreads, commission and overnight holding cost rates and regulatory
customer classification;
– assessment over a sample of customer complaints, and evaluation of the
impact of their resolution against revenue; and
– evaluation of the appropriateness of accounting policy choices and
associated disclosures.
Key observations
We concluded that the trading revenue is appropriately stated.
There are a number of control enhancements that the group are in the process
of addressing. These relate to new product governance, financial instrument
valuation, customer complaints and dispute resolution.
Report on the audit of the financial statements continued
5. Key audit matters continued
5.1. Capitalisation and impairment of certain intangible assets continued
Strategic report Governance Financial statements Shareholder information
99 – CMC Markets plc – Annual Report and Financial Statements 2026
Independent auditor’s report continued
To the members of CMC Markets plc
Report on the audit of the financial statements continued
5. Key audit matters continued
5.3 Amounts due from / to brokers
Key audit
matter
description
As disclosed in note 32, the group economically hedges its exposure arising from open client
positions by entering into trades with several hedging counterparties (“brokers”). The group’s
position versus each broker consists of collateral and open trade equity (“unrealised gains or
losses across multiple contracts”), typically across multiple currencies.
These hedge trades are collateralised in accordance with underlying contractual
documentation, consisting of International Swaps and Derivatives Association (“ISDA”)
agreements and their respective Credit Support Annexes (“CSA”) which govern the relationship
between the group and each respective broker.
IAS 32: Financial Instruments – Presentation (“IAS 32”) requires financial assets and liabilities to
be offset if the entity has a legally enforceable right and intention to settle its obligations on a net
basis or realise the assets and settle the liability simultaneously.
These account balances are material to the financial statements, and its designation reflects
the significant audit attention required due to the inherent complexities. During the reporting
period, the group continued to establish new trading relationships, which, alongside the evolving
business model and increasing operational complexity, introduced significant audit effort
related to the recognition and presentation of these balances.
How the
scope of
our audit
responded
to the key
audit matter
Our audit procedures included the following:
– obtaining an understanding of the relevant controls and processes pertaining to the
reconciliation of balances with brokers and associated break resolution;
– assessing the contractual documentation governing the group’s relation-ship with each
broker, to determine whether the group has a legally-enforceable right to offset the underlying
positions, and cash flows across multiple currencies;
– for each broker relationship, evaluating operational processes in place to determine
management’s intent in respect of gross or net settlement;
– alongside our technical accounting specialists, evaluating management’s conclusions of the
terms of the underlying contractual documentation,
– reconciling of the balances with brokers by obtaining third party confirmation statements and
testing a sample of breaks at year-end to assess the appropriateness of the resolution, and
– evaluating the appropriateness of associated disclosures.
Key
observations
We concluded that balances with brokers are appropriately stated. However we have
communicated a deficiency to the Group Audit Committee around the need to further enhance
the process where the underlying contractual and operational realities are assessed in
accordance with IAS 32.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality
both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality
£3.20m (2025: £2.90 million). £1.77m (2025: £1.85 million).
Basis for
determining
materiality
0.7% of net assets (2025: 0.7% of net assets). 1% of net assets (2025: 1.0% of net assets).
Rationale
for the
benchmark
applied
We have used 0.7% of net assets as the
materiality benchmark for the financial
statements of the group, consistent with the
prior year benchmark, and given its ongoing
stability and significance to the users of the
financial statements.
We have used 1% of net assets as the
materiality benchmark, consistent with
theprior year benchmark and given its
ongoingsignificance to the users of the
financial statements.
Net assets
Group materiality
Net Assets
of £457.2m
Group materiality
of £3.20m
Component
performance materiality
range £1.1m to £2.1m
Audit Committee
reporting threshold
£0.16m
100 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Report on the audit of the financial statements continued
6. Our application of materiality continued
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance
materiality
70% (2025: 70%) of group materiality 70% (2025: 70%) of parent company
materiality
Basis and
rationale for
determining
performance
materiality
– In determining performance materiality, we considered the following factors:
– the quality of the control environment and our ability to rely on controls;
– control observations identified by Deloitte and internal audit and remediation efforts by
the group;
– stability of operational and accounting personnel in comparison to high turnover in
prior year; and
– the nature, volume and size of misstatements identified in the prior year audit.
6.3. Error reporting threshold
We agreed with the Group Audit Committee that we would report to the Committee all audit differences in excess
of £160,000 (2025: £145,000), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Group Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our audit was scoped by obtaining an understanding of the group and its environment and assessing the risks
of material misstatement at the group level. We structured our approach to the audit to reflect how the group is
organised as well as ensuring our audit was both effective and risk focused.
Due to the centralised nature of the business, which includes central management of financial reporting for
components, a significant portion of our testing was performed centrally by the group audit team in the UK.
We exercised professional judgement in determining components and have identified 4 components based on the
geographical locations; these include,
– One component (United Kingdom) where an audit of the entire financial information is performed by the group
audit team.
– Two (Germany and Australia) components were subject to audit of specified classes of transactions, account
balances, or disclosures. We identified that certain processes, controls and other financial reporting activities
were not centrally managed, and were instead performed locally. The related procedures for those two
components were performed by our Australian and German component teams.
– For in-scope classes of transactions, account balances, or disclosures relating to other jurisdictions, namely
Singapore, Bermuda, Middle East, Poland and Canada, they were classified as one component, and the
corresponding audit procedures were performed by the group audit team as processes and controls are
centrally managed.
For these components we used component performance materiality ranged from £1.1m to £2.1m.
Our audit work provided coverage of 99.54% (2025: 99.40%) of the group’s total assets, 99.92% (2025: 99.10%)
of the group’s total revenue, and 84.18% (2025: 97.3%) of the group’s profit before tax across the group’s business
segments.
Further, we requested our Australian and German component audit teams to perform specified audit procedures
inrespect of jurisdictionally nuanced legal or regulatory matters, and the completeness and accuracy of provisions
and contingent liabilities.
The audit of the group consolidation process is performed by the group audit team.
Strategic report Governance Financial statements Shareholder information
101 – CMC Markets plc – Annual Report and Financial Statements 2026
Independent auditor’s report continued
To the members of CMC Markets plc
Report on the audit of the financial statements continued
7. An overview of the scope of our audit continued
7.2. Our consideration of the control environment
Our audit approach, particularly for a technology-driven business, seeks to place reliance on the group’s relevant
controls over certain financial statement line items, where we find those controls to be designed appropriately,
implemented as designed, and operating effectively.
In the prior year, we identified control deficiencies across both IT and manual controls. The group has been
undertaking a programme of remediation throughout the year ended 31 March 2026 (“FY26”) in respect of these
reported deficiencies. Where a deficiency has been remediated, alongside our IT specialists, we gained an
understanding of that remedial activity through a combination of inquiry, observation, and inspection as part of the
FY26 audit, and performed further testing of the controls for their design and implementation. During the year, the
group has made improvements to the overall control environment. Nevertheless, as previously noted, a number of
deficiencies remain open.
All previously reported IT deficiencies have been remediated within the FY26 year, and no new IT significant
deficiencies have been identified. As certain IT deficiencies were remediated close to the year-end, we did not place
reliance on the relevant internal controls within the FY26 year and therefore adopted a fully substantive audit approach.
The IT and manual control improvements required were communicated to the Group Audit Committee. We will look
to test the operating effectiveness of relevant internal controls next year, as we move towards placing reliance on the
group’s relevant controls over certain financial statement line items, where we find both IT and manual controls to be
designed appropriately, implemented as designed, and operating effectively.
The group continues working on a programme to improve and build upon the existing controls framework ahead
of Provision 29 of the updated UK Corporate Governance Code 2024 becoming applicable for the group for the
reporting period starting 1 April 2026.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the impact of climate change on the group’s operations and subsequent
impact on its financial statements. The group sets out its assessment of the potential impact on pages 40 to 41 of the
strategic report of the annual report.
We have held discussions with the group to understand their:
– process for identifying affected operations, including governance and controls over this process, and the
subsequent effect on the group’s financial reporting; and
– long-term strategy to respond to climate change risks as they evolve, including the impact on the group’s forecasts.
Our audit work involved:
– obtaining an understanding of the group’s analysis, used to inform the group’s climate risk assessment; and
– assessing the sufficiency and extent of disclosures in the annual report and the consistency between the financial
statements and the remainder of the annual report.
Our audit procedures require us to read and consider these disclosures, and to evaluate whether they are materially
inconsistent with the financial statements or knowledge obtained in the performance of our audit. We did not identify
any such material inconsistencies as a result of these procedures.
7.4. Working with other auditors
The group audit team is responsible for the scope and direction of the audit process; and provide oversight, review,
and coordination of our global audit teams. We shared referral instructions with identified component audit teams to
agree the scope. We interacted regularly with these teams during each stage of the audit and reviewed key working
papers. We maintained continuous and open dialogue with them, in addition to holding regular formal meetings, such
that we were fully aware of their progress and the results of their procedures.
The group audit team conducted remote communication, to exercise supervision over our audit teams based in
Australia and Germany. These included discussions of the audit approach, including risk assessments, and of any
issues arising from the audit team’s work, meetings with local management, and reviews of key audit documentation.
In addition, a global planning meeting was held virtually in October 2025, led by the group audit team, partners and
staff from component audit teams.
8. Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
102 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Report on the audit of the financial statements continued
9. Responsibilities of directors
As explained more fully in the Statement of Directors’ responsibilities in respect of the Financial Statements the
directors are responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent
company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance including the design of the
group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
– the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
– results of our enquiries of management, internal audit, the directors and the Group Audit Committee about
their own identification and assessment of the risks of irregularities, including those that are specific to the
group’s sector;
– any matters we identified having obtained and reviewed the group’s documentation of their policies and
procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances
of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected
oralleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
– The matters discussed among the audit engagement team including component audit teams and relevant
internal specialists, including tax, valuations, IT, technical accounting, regulatory and fraud specialists regarding
how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in capitalisation and impairment of certain
intangible assets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing
on provisions of those laws and regulations that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we considered in this context included the UK
Companies Act and Listing Rules, as well as those laws and regulations prevailing in each country in which identified
a full-scope entity, including tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material
penalty. These included the group’s obligations under jurisdictional regulatory regimes, including consumer duty,
transaction reporting and prudential regulation.
11.2. Audit response to risks identified
As a result of performing the above, we identified capitalisation and impairment of certain internally generated
intangible assets as key audit matter related to the potential risk of fraud. The key audit matters section of our report
explains the matter in more detail and also describes the specific procedures we performed in response to that key
audit matter.
Our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
– enquiring of management, the Group Audit Committee, in-house and external legal counsel concerning actual
and potential litigation and claims;
– performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
– reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing
regulatory correspondence; and
– in addressing the risk of fraud through management override of controls, testing the appropriateness of journal
entries and other adjustments; assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members including internal specialists and component audit teams, and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Strategic report Governance Financial statements Shareholder information
103 – CMC Markets plc – Annual Report and Financial Statements 2026
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
– the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and of the parent company and their environment
obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the
directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and
that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 30;
– the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers
andwhy the period is appropriate set out on page 30;
– the directors’ statement on fair, balanced and understandable set out on page 96;
– the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 21;
– the section of the annual report that describes the review of effectiveness of risk management and internal
controlsystems set out on page 66; and
– the section describing the work of the Group Audit Committee set out on page 58-63.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the parent company, or returns adequate for our audit
havenot been received from branches not visited by us; or
– the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Group Audit Committee, we were appointed by the directors on 28 July 2022
to audit the financial statements for the year ending 31 March 2023 and subsequent financial periods. The period of
total uninterrupted engagement including previous renewals and reappointments of the firm is four years, covering
the years ending 31 March 2023 to 31 March 2026.
15.2. Consistency of the audit report with the additional report to the Group Audit Committee
Our audit opinion is consistent with the additional report to the Group Audit Committee we are required to provide in
accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R –
DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with
DTR 4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
15 June 2026
Independent auditor’s report continued
To the members of CMC Markets plc
104 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Consolidated income statement
For the year ended 31 March 2026
Consolidated statement of comprehensive income
For the year ended 31 March 2026
| Years ended 31 March | |||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
Profit for the year | |||
| Other comprehensive income/(expense) | |||
| Items that may be subsequently reclassified to income | |||
| statement: | |||
Currency translation differences | 30 | ( | |
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax | 30 | ( | |
Other comprehensive income/(expense) for the year | ( | ||
Total comprehensive income for the year |
| Years ended 31 March | |||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
Revenue | 3 | ||
Interest income on own funds | 3 | ||
Income on client funds | 3 | ||
Total revenue | |||
Introducing partner commissions and betting levies | 4 | ( | ( |
Interest expense | 5 | ( | |
Net operating income | |||
Operating expenses | 6 | ( | ( |
Impairment of intangible assets | 13 | ( | ( |
Operating profit | |||
Share of results of associate | 16 | ( | |
Reversal of impairment of investments in associate and gain on bargain purchase/(impairment) of investments in associate | 16 | ( | |
Finance costs | 8 | ( | ( |
Profit before taxation | |||
Taxation | 10 | ( | ( |
Profit for the year | |||
| Profit/(loss) for the year attributable to: | |||
Owners of CMC Markets plc | |||
Non-controlling interests | ( | ||
| Earnings per share | |||
Basic earnings per share | 11 | ||
Diluted earnings per share | 11 |
Strategic report Governance Financial statements Shareholder information
105 – CMC Markets plc – Annual Report and Financial Statements 2026
Consolidated statement of financial position
As at 31 March 2026
Company registration number: 05145017
| 31 March 2026 | 31 March 2025 | ||
| Note | £’000 | £’000 | |
| Non-current assets | |||
Intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Deferred tax assets | 15 | ||
Investments in associate | 16 | ||
Financial investments | 17 | ||
Trade and other receivables | 18 | ||
Total non-current assets | |||
| Current assets | |||
Trade and other receivables | 18 | ||
Secured financing | 19 | ||
Derivative financial instruments | 20 | ||
Other assets | 21 | ||
Financial investments | 17 | ||
Amount due from brokers | |||
Cash and cash equivalents | 22 | ||
Current tax recoverable | |||
Total current assets | |||
Total assets |
| 31 March 2026 | 31 March 2025 | ||
| Note | £’000 | £’000 | |
| Current liabilities | |||
Trade and other payables | 23 | ||
Amounts due to brokers | |||
Derivative financial instruments | 20 | ||
Secured borrowing | 24 | ||
Borrowings | 25 | ||
Lease liabilities | 26 | ||
Current tax payable | |||
Provisions | 27 | ||
Total current liabilities | |||
| Non-current liabilities | |||
Trade and other payables | 23 | ||
Lease liabilities | 26 | ||
Deferred tax liabilities | 15 | ||
Provisions | 27 | ||
Total non-current liabilities | |||
Total liabilities | |||
| Equity | |||
Share capital | 28 | ||
Share premium | |||
Capital redemption reserve | |||
Own shares held in trust | 29 | ( | ( |
Other reserves | 30 | ( | ( |
Retained earnings | |||
Capital and reserves attributable to owners of CMC Markets plc | |||
Non-controlling interests | |||
Total equity | |||
Total equity and liabilities |
106 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
Consolidated statement of changes in equity
For the year ended 31 March 2026
| Capital | ||||||||||
| Share | Share | redemption | Own shares | Other | Retained | Non-controlling | ||||
| capital | premium | reserve | held in trust | reserves | earnings | Total | interests | Total equity | ||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 April 2024 | ( | ( | ||||||||
Profit for the year | ||||||||||
Currency translation differences | ( | ( | ( | |||||||
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax | ||||||||||
Total comprehensive (expense)/income for the year | ( | |||||||||
Acquisition of own shares held in trust | 29 | ( | ( | ( | ||||||
Utilisation of own shares held in trust | 29 | |||||||||
Share-based payments | ||||||||||
Tax on share-based payments | 10 | ( | ( | ( | ||||||
Dividends | 12 | ( | ( | ( | ||||||
At 31 March 2025 | ( | ( | ||||||||
Profit/(loss) for the year | ( | |||||||||
Currency translation differences | ||||||||||
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax | ( | ( | ( | |||||||
Total comprehensive income/(expense) for the year | ( | |||||||||
Acquisition of own shares held in trust | 29 | ( | ( | ( | ||||||
Utilisation of own shares held in trust | 29 | |||||||||
Share-based payments | ||||||||||
Tax on share-based payments | 10 | |||||||||
Non-controlling interests on acquisition of subsidiaries | ||||||||||
Dividends | 12 | ( | ( | ( | ||||||
At | ( | ( |
Strategic report Governance Financial statements Shareholder information
107 – CMC Markets plc – Annual Report and Financial Statements 2026
Consolidated statement of cash flows
For the year ended 31 March 2026
| Years ended 31 March | |||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Cash flows from operating activities | |||
Cash generated from operations | 31 | ||
Interest income | |||
Income on client funds | |||
Interest expense | ( | ||
Finance costs | ( | ( | |
Tax paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Purchase of property, plant and equipment | ( | ( | |
Investment in intangible assets | 13 | ( | ( |
Net payment on purchase of financial investments | ( | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Principal elements of lease payments | ( | ( | |
Net proceeds from borrowings | |||
Net (payments)/proceeds from secured borrowing | ( | ||
Proceeds from exercise of employee share options | |||
Acquisition of own shares | ( | ( | |
Dividends paid | 12 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at the beginning of the year | |||
Effect of foreign exchange rate changes | ( | ||
Cash and cash equivalents at the end of the year | 22 |
Notes to the consolidated financial statements
For the year ended 31 March 2026
1. General information and basis of preparation
Corporate information
company’s registered office is shown on page 146.
The nature of the operations and principal activities of CMC Markets plc and its subsidiaries (collectively the “Group”)
is set out in note 2 of the Consolidated Financial Statements.
108 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
1. General information and basis of preparation continued
| Applicable to periods | |
| beginning on or after | |
Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates | 1 January 2025 |
| Applicable to periods | |
| beginning on or after | |
| Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial | |
Instruments | 1 January 2026 |
Annual improvements to IFRS – volume 11 | 1 January 2026 |
IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
Area | Estimation uncertainty | Judgements | Further details |
Intangible assets | Recoverable amount of the UK Invest | Customer relationships | Note 13 |
| cash-generating unit | |||
| Financial | Valuation of Level 3 financial instruments | n/a | Note 17 |
| investments | |||
Provisions | Measurement of customer remediation | n/a | Note 27 |
| provision (FY 2025 only) | |||
| Contingent | n/a | Assessment of legal and | Note 36 |
| liabilities | regulatory matters |
Strategic report Governance Financial statements Shareholder information
109 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
2. Segmental reporting continued
| Year ended 31 March 2026 | |||
| Trading | Investing | Total | |
| £’000 | £’000 | £’000 | |
Revenue | 304,450 | 72,306 | 376,756 |
Interest income on own funds | 16,326 | 2,509 | 18,835 |
Income on client funds | 12,918 | 10,158 | 23,076 |
Total revenue | 333,694 | 84,973 | 418,667 |
Introducing partner commissions and betting levies | (11,085) | (14,510) | (25,595) |
Interest expense | (492) | — | (492) |
Net operating income | 322,117 | 70,463 | 392,580 |
Operating expenses (exc. depreciation and amortisation) | (227, 285) | (47,453) | (274,738) |
Depreciation and amortisation | (9,386) | (4,568) | (13,954) |
Impairment of intangible assets | (534) | — | (534) |
Operating profit | 84,912 | 18,442 | 103,354 |
Reversal of impairment of investments in associate and gain on bargain purchase | 811 | — | 811 |
Finance costs | (2,495) | (327) | (2,822) |
Profit before taxation | 83,228 | 18,115 | 101,343 |
Taxation | (21,248) | (6,346) | (27,594) |
Profit for the year | 61,980 | 11,769 | 73,749 |
| Year ended 31 March 2025 | |||
| Trading | Investing | Total | |
| £’000 | £’000 | £’000 | |
Revenue | 261,101 | 56,510 | 317,611 |
Interest income on own funds | 17,152 | 1,379 | 18,531 |
Income on client funds | 14,541 | 9,416 | 23,957 |
Total revenue | 292,794 | 67,305 | 360,099 |
Introducing partner commissions and betting levies | (7,242) | (12,740) | (19,982) |
Interest expense | — | — | — |
Net operating income | 285,552 | 54,565 | 340,117 |
Operating expenses (exc. depreciation and amortisation) | (193,166) | (43,377) | (236,543) |
Depreciation and amortisation | (9,010) | (4,521) | (13,531) |
Impairment of intangible assets | (482) | — | (482) |
Operating profit | 82,894 | 6,667 | 89,561 |
Share of results of associate | (189) | — | (189) |
Impairment of investments in associate | (2,328) | — | (2,328) |
Finance costs | (2,578) | (12) | (2,590) |
Profit before taxation | 77,799 | 6,655 | 84,454 |
Taxation | (19,712) | (2,555) | (22,267) |
Profit for the year | 58,087 | 4,100 | 62,187 |
Prior year comparative information has been represented to conform to the current year presentation.
Transactions between reportable segments are limited to transfer pricing arrangements, which are conducted on
an arm’s length basis and in line with the Group’s transfer pricing policy. These transactions primarily relate to shared
services, technology infrastructure and intellectual property and are reflected in segment results accordingly.
There are no asymmetrical allocations between reportable segments. All inter-segment charges are applied
consistently across segments and are fully eliminated on consolidation.
Segment assets and liabilities are not disclosed because they are not reported to, or reviewed by, the Chief
Operating Decision Maker.
Information on major customers
No single customer contributed 10% or more to the Group’s revenue in either FY 2026 or FY 2025.
110 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
2. Segmental reporting continued
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
| (restated) | ||
UK | 133,367 | 103,789 |
Australia | 115,222 | 109,188 |
Other countries | 143,991 | 127,140 |
Total | 392,580 | 340,117 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
UK | 39,238 | 59,052 |
Australia | 28,434 | 19,329 |
Other countries | 11,058 | 7,052 |
Total | 78,730 | 85,433 |
Strategic report Governance Financial statements Shareholder information
111 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
3. Total revenue continued
Accounting policy continued
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Trading | 300,770 | 256,169 |
Investing | 72,305 | 57,189 |
Other | 3,681 | 4,253 |
Total | 376,756 | 317,611 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Bank and broker interest | 14,686 | 14,242 |
Interest on financial investments | 4,102 | 4,249 |
Other interest income | 47 | 40 |
Total | 18,835 | 18,531 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Income on client funds | 23,076 | 23,957 |
Total | 23,076 | 23,957 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Trading | 11,085 | 7, 242 |
Investing | 14,510 | 12,740 |
Total | 25,595 | 19,982 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Interest paid on secured borrowing | (492) | — |
Total | (492) | — |
112 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
| Years ended 31 March | |||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
Fixed remuneration 1 | 97,982 | 93,894 | |
Variable remuneration 1 | 26,283 | 19,799 | |
Net staff costs | 7 | 124,265 | 113,693 |
IT costs | 50,880 | 46,377 | |
Sales and marketing | 40,797 | 33,473 | |
Premises | 5,888 | 5,186 | |
Legal and professional fees | 21,575 | 13,078 | |
Regulatory fees | 6,023 | 5,098 | |
Depreciation and amortisation | 13, 14 | 13,954 | 13,531 |
Bank charges | 6,760 | 4,368 | |
Irrecoverable sales tax | 7,721 | 6,136 | |
Other | 11,651 | 9,134 | |
289,514 | 250,074 | ||
Capitalised internal software development costs | (822) | — | |
Total | 288,692 | 250,074 |
7. Staff costs
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Wages and salaries | 105,934 | 97,074 |
Social security costs | 15,375 | 12,865 |
Other pension costs | 3,230 | 3,245 |
Share-based payments | 6,361 | 4,001 |
Total Director and employee costs | 130,900 | 117,185 |
Contract staff costs | 1,096 | 2,450 |
131,996 | 119,635 | |
Capitalised internal software development costs | (7,731) | (5,942) |
Net staff costs | 124,265 | 113,693 |
Compensation of key management personnel is disclosed in note 35.
The monthly average number of Directors and employees of the Group during the year is set out below:
| Years ended 31 March | ||
| 2026 | 2025 | |
| Number | Number | |
Key management | 11 | 9 |
Client acquisition and maintenance | 442 | 450 |
IT development and support | 332 | 300 |
Global support functions | 277 | 285 |
Total Director and employee | 1,062 | 1,044 |
Contract staff | 78 | 24 |
Total staff |
Pension costs
The Group operates defined contribution pension schemes for its Directors and employees. The assets of the
schemes are held separately from those of the Group in independently administered funds. Contributions are
made on a contractual basis, with no further payment obligations once the contributions have been paid. These
contributions are recognised as an expense when they fall due.
Strategic report Governance Financial statements Shareholder information
113 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Interest and fees on bank borrowings | 971 | 802 |
Interest on lease liabilities | 1,524 | 1,102 |
Other finance costs | 327 | 686 |
Total | 2,822 | 2,590 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
| Audit services | ||
Audit of CMC Markets plc’s Financial Statements | 1,310 | 1,208 |
Audit of CMC Markets plc’s subsidiaries | 1,544 | 1,480 |
Total audit fees | 2,854 | 2,688 |
| Non-audit services | ||
Audit-related services | 1,155 | 1,110 |
Total non-audit fees | 1,155 | 1,110 |
Total | 4,009 | 3,798 |
10. Taxation
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
| Analysis of charge for the year | ||
| Current tax: | ||
Current tax on profit for the year | 28,009 | 24,394 |
Adjustments in respect of previous years | (1,270) | (1,517) |
Total current tax | 26,739 | 22,877 |
| Deferred tax: | ||
Origination and reversal of temporary differences | 135 | (1,726) |
Adjustments in respect of previous years | 720 | 1,116 |
Total deferred tax | 855 | (610) |
Total tax | 27,594 | 22,267 |
The standard rate of UK corporation tax charged was 25% with effect from 1 April 2023. Taxation outside the UK
is calculated at the rates prevailing in the respective jurisdictions. The effective tax rate for FY 2026 was 27.23%
(FY 2025: 26.37%) and differs from the standard rate of corporation tax of 25% (FY 2025: 25%). The differences
are explained below:
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Profit before taxation | 101,343 | 84,454 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25% | ||
(FY 2025: 25%) | 25,336 | 21,114 |
Adjustment in respect of foreign tax rates | 2,001 | 897 |
Adjustments in respect of previous years | (550) | (401) |
Income not subject to tax | (210) | (19) |
Expenses not deductible for tax purposes | (99) | 372 |
Unrecognised tax losses | 1,264 | 63 |
Other differences | (148) | 241 |
Total tax | 27,594 | 22,267 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
| Tax on items recognised directly in equity | ||
Tax (credit)/charge on share-based payments | (1,097) | 857 |
114 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
11. Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the earnings attributable to the equity owners of the
Company by the weighted average number of Ordinary Shares in issue during each year excluding those held in
employee share trusts. For diluted earnings per share, the weighted average number of Ordinary Shares in issue,
excluding those held in employee share trusts, is adjusted to assume conversion vesting of all dilutive potential
weighted average Ordinary Shares and that vesting is satisfied by the issue of new Ordinary Shares.
| Years ended 31 March | ||
2026 | 2025 | |
Earnings attributable to Ordinary Shareholders (£’000) | 74,355 | 62,187 |
Weighted average number of shares used in the calculation of basic EPS (’000) | 270,255 | 275,233 |
Dilutive effect of share options (’000) | — | — |
Weighted average number of shares used in the calculation of diluted EPS (’000) | 270,255 | 275,233 |
Basic EPS | 27.5p | 22.6p |
Diluted EPS | 27.5p | 22.6p |
For FY 2026, there are no (FY 2025: no) potentially dilutive weighted average Ordinary Shares in respect of share
awards and options in issue, included in the calculation of diluted EPS, as the Group does not expect to issue any new
shares to settle these share awards and options.
12. Dividends
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
| Declared and paid in each year | ||
Final dividend for 2025 at | 22,336 | 20,176 |
Interim dividend for 2026 at 5.5p per share (2025: 3.10p) | 14,849 | 8,528 |
Total dividend paid | 37,185 | 28,704 |
The final dividend for 2026 of 8 . 3 pence per share, amounting to £22.3 million, was proposed by the Board on
3 June 2026 and has not been included as a liability at 31 March 2026. The dividend will be paid on 14 August 2026,
following approval at the Company’s Annual General Meeting, to those members on the register at the close of
business on 10 July 2026. The dividends paid or declared in relation to the financial year are set out below:
| Years ended 31 March | ||
| 2026 | 2025 | |
| Pence | Pence | |
| Declared per share | ||
Interim dividend | 5.5 | 3.1 |
Final dividend | 8.3 | 8.3 |
Total dividend per share | 13.8 | 11.4 |
Strategic report Governance Financial statements Shareholder information
115 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
13. Intangible assets continued
116 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
13. Intangible assets continued
| Computer | Trademarks and | Customer | Cryptocurrency | Assets under | |||
| Goodwill | software | trading licences | relationships | assets | development | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | |||||||
1 April 2024 | 11,500 | 151,048 | 1,019 | 15,705 | 200 | 9,507 | 188,979 |
Additions | — | 131 | — | — | — | 5,942 | 6,073 |
Transfers | — | 6,170 | — | — | — | (6,170) | — |
Disposals | (11,500) | (89,007) | (12) | — | — | — | (100,519) |
Foreign currency translation | — | (1,628) | (35) | (987) | — | (298) | (2,948) |
31 March 2025 | — | 66,714 | 972 | 14,718 | 200 | 8,981 | 91,585 |
Additions | — | 186 | 6 | 869 | — | 8,699 | 9,760 |
Transfers | — | 5,951 | — | — | — | (5,951) | — |
Business combinations | — | 2,103 | 45 | — | 79 | — | 2,227 |
Disposals | — | (17,299) | — | — | — | — | (17,299) |
Foreign currency translation | — | 1,987 | 40 | 1,163 | — | 484 | 3,674 |
31 March 2026 | — | 59,642 | 1,063 | 16,750 | 279 | 12,213 | 89,947 |
| Accumulated amortisation and impairment | |||||||
1 April 2024 | (11,500) | (139,551) | (923) | (4,938) | — | (3,161) | (160,073) |
Charge for the year | — | (2,794) | (34) | (1,422) | — | — | (4,250) |
Impairment | — | — | — | — | (23) | (459) | (482) |
Disposals | 11,500 | 88,916 | 12 | — | — | — | 100,428 |
Foreign currency translation | — | 1,414 | 33 | 387 | — | — | 1,834 |
31 March 2025 | — | (52,015) | (912) | (5,973) | (23) | (3,620) | (62,543) |
Business combinations | — | (208) | (2) | — | — | — | (21 0) |
Charge for the year | — | (3,487) | (31) | (1,475) | — | — | (4,993) |
Impairment | — | — | — | — | (3) | (534) | (537) |
Disposals | — | 17,287 | — | — | — | — | 17,287 |
Foreign currency translation | — | (1,734) | (40) | (549) | — | — | (2,323) |
31 March 2026 | — | (40,157) | (985) | (7,997) | (26) | (4,154) | (53,319) |
| Carrying amount | |||||||
31 March 2025 | — | 14,699 | 60 | 8 ,745 | 177 | 5,361 | 29,042 |
31 March 2026 | — | 19,485 | 78 | 8,753 | 253 | 8,059 | 36,628 |
Strategic report Governance Financial statements Shareholder information
117 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
13. Intangible assets continued
118 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
14. Property, plant and equipment continued
| Furniture, | |||||
| Leasehold | fixtures and | Computer | Right-of-use | ||
| improvements | equipment | hardware | assets | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | |||||
1 April 2024 | 16,542 | 9,829 | 45,502 | 30,320 | 102,193 |
Additions | 521 | 477 | 2,041 | 2,381 | 5,420 |
Disposals | (645) | (6,659) | (25,180) | (1,812) | (34,296) |
Foreign currency translation | (316) | (129) | (306) | (691) | (1,442) |
31 March 2025 | 16,102 | 3,518 | 22,057 | 30,198 | 71,875 |
Additions | 1,565 | 314 | 1,413 | 9,484 | 12,776 |
Business combinations | — | — | 14 | — | 14 |
Disposals | (32) | (295) | (429) | (723) | (1,479) |
Foreign currency translation | 359 | 124 | 373 | 1,129 | 1,985 |
31 March 2026 | 17,994 | 3,661 | 23,428 | 40,088 | 85,171 |
| Accumulated depreciation | |||||
1 April 2024 | (12,471) | (8,700) | (35,394) | (17,082) | (73,647) |
Charge for the year | (1,307) | (389) | (3,838) | (3 ,747) | (9,281) |
Disposals | 645 | 6,631 | 25,090 | 1,810 | 34,176 |
Foreign currency translation | 237 | 93 | 234 | 482 | 1,046 |
31 March 2025 | (12,896) | (2,365) | (13,908) | (18,537) | (47,706) |
Charge for the year | (1,204) | (393) | (3,349) | (4,012) | (8,958) |
Business combinations | — | — | (13) | — | (13) |
Disposals | 1 | 328 | 320 | 543 | 1,192 |
Foreign currency translation | (278) | (102) | (310) | (590) | (1,280) |
31 March 2026 | (14,377) | (2,532) | (17,260) | (22,596) | (56,765) |
| Carrying amount | |||||
31 March 2025 | 3,206 | 1,153 | 8,149 | 11,661 | 24,169 |
31 March 2026 | 3,617 | 1,129 | 6,168 | 17,492 | 28,406 |
Disposals
The disposals during FY 2025 consisted primarily of historical items that have fully depreciated, are no longer being
used and are no longer providing any further economic benefits to the Group.
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Deferred tax assets | 12,229 | 5,328 |
Deferred tax liabilities | (9,602) | (2,765) |
Nett | 2,627 | 2,563 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 April | 2,563 | 2,933 |
(Credit)/Charge to income for the year | (855) | 610 |
Credit/(Charge) to equity for the year | 749 | (857) |
Foreign currency translation | 170 | (123) |
At 31 March | 2,627 | 2,563 |
| Accelerated | ||||||
| capital | Intangible | Share based | Accruals and | |||
| Tax los ses | allowances | fixed assets | payments | provisions | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
1 April 2024 | 171 | (2,792) | (2,190) | 1,200 | 6,544 | 2,933 |
Credit/(Charge) to income for the year | 243 | 1,918 | 50 | 151 | (1,752) | 610 |
Charge to equity for the year | — | — | — | (857) | — | (857) |
Foreign currency translation | (15) | (11) | 11 | (1) | (107) | (123) |
31 March 2025 | 399 | (885) | (2,129) | 493 | 4,685 | 2,563 |
Credit/(Charge) to income for the year | (44) | (897) | (1,381) | 390 | 1,077 | (855) |
Charge to equity for the year | — | — | — | 749 | — | 749 |
Foreign currency translation | (8) | 3 | (2) | — | 177 | 170 |
31 March 2026 | 347 | (1,779) | (3,512) | 1,632 | 5,939 | 2,627 |
Strategic report Governance Financial statements Shareholder information
119 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
15. Deferred tax continued
£’000 | May 2025 |
Intangible assets | 1,938 |
Property, plant and equipment | 1 |
Trade and other receivables | 78 |
Other assets | 5 |
Trade and other payables | (585) |
Net identifiable assets acquired | 1,437 |
Less: Non-controlling interests (49%) | (704) |
Fair value of identifiable assets attributable to the Group | 733 |
Add: Fair value of STRX tokens acquired as part of the transaction | 79 |
Less: Consideration transferred | (1) |
Reversal of impairment of investments in associate and gain on bargain purchase* | 811 |
120 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| (restated) | ||
| Investment in debt instruments classified at FVOCI | ||
UK government securities | 35,567 | 17,394 |
Corporate bonds | 27,033 | 35,460 |
Sukuk bonds | — | 3,824 |
Subtotal | 62,600 | 56,678 |
| Financial assets mandatory measured at FVPL | ||
Credit-linked notes | — | 19,170 |
Corporate bonds | 10,079 | 5,7 74 |
Unlisted equity securities | 11,067 | 957 |
Listed equity securities | 4,483 | 28,375 |
Listed preference stock | 38,554 | — |
Subtotal | 64,183 | 54,276 |
Total | 126,783 | 110,954 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Analysis of financial investments | ||
Non-current | 11,067 | 30,399 |
Current | 115,716 | 80,555 |
Total | 126,783 | 110,954 |
Strategic report Governance Financial statements Shareholder information
121 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Current | ||
Gross trade receivables | 31,520 | 12,381 |
Less: Loss allowance | (3,100) | (3,136) |
Trade receivables | 28,420 | 9,245 |
Prepayments | 19,901 | 16,801 |
Accrued income | 5,344 | 4,081 |
Stockbroking debtors | 120,601 | 108,175 |
Other debtors and advances | 12,680 | 7,540 |
186,946 | 145,842 | |
| Non-current | ||
Other debtors | 2,629 | 1,823 |
Total | 189,575 | 147,665 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Amounts due under secured financing arrangements | 3,672 | — |
Total | 3,672 | — |
122 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
20. Derivative financial instruments continued
31 March 2026 | 31 March 2025 | |||
| Notional amount | Carrying amount | Notional amount | Carrying amount | |
| £m | £’000 | £m | £’000 | |
| Held for trading | ||||
Client trading positions | 314.6 | 29,577 | 291.8 | 24,418 |
Equity trading positions 1 | 17.5 | 956 | — | — |
| Held for hedging | ||||
Foreign exchange contracts | 5.7 | 51 | 5.8 | 38 |
Total | 337.8 | 30,584 | 297.6 | 24,456 |
31 March 2026 | 31 March 2025 | |||
| Notional amount | Carrying amount | Notional amount | Carrying amount | |
| £m | £’000 | £m | £’000 | |
| Held for trading | ||||
Client trading positions | 233.1 | (10,082) | 285.8 | (11,061) |
Equity trading positions¹ | 52.0 | (3,772) | 44.6 | (5,099) |
Total | 285.1 | (13,854) | 330.4 | (16,160) |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Exchange | 18 | 10 |
Total | 18 | 10 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Cash at bank and within money market funds | 276,517 | 247,665 |
Total | 276,517 | 247,665 |
| Foreign | |||||
| New and | exchange | ||||
| 1 April 2024 | Cash flow | modified lease | adjustments | 31 March 2025 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Lease liabilities | (16,915) | 5,058 | (2,721) | 236 | (14,342) |
Secured borrowing | — | (7,453) | — | (4) | (7,457) |
Total liabilities from financing activities | (16,915) | (2,395) | (2,721) | 232 | (21,799) |
Cash and cash equivalents | 160,300 | 92,688 | — | (5,323) | 247,665 |
Net cash | 143,385 | 90,293 | (2,721) | (5,091) | 225,866 |
| Foreign | |||||
| New and | exchange | ||||
| modified | and other | 31 March | |||
| Cash flow | lease | adjustments | 2026 | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Lease liabilities | (14,342) | 3,633 | (10,326) | (595) | (21,630) |
Secured borrowing | (7,457) | 7,457 | — | — | — |
Borrowings | — | (46,613) | — | (164) | (46,777) |
Total liabilities from financing activities | (21,799) | (35,523) | (10,326) | (759) | (68,407) |
Cash and cash equivalents | 247,665 | 22,932 | — | 5,920 | 276,517 |
Net cash | 225,866 | (12,591) | (10,326) | 5,161 | 208,110 |
Strategic report Governance Financial statements Shareholder information
123 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
22. Cash and cash equivalents continued
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Current | ||
Client payables | 239,026 | 117,740 |
Tax and social security | 1,508 | 502 |
Stockbroking creditors | 105,578 | 99,629 |
Accruals and other creditors | 42,757 | 35,710 |
388,869 | 253,581 | |
| Non-current | ||
Other creditors | 4 | 4 |
Total | 388,873 | 253,585 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Amounts due to PBs under secured lending arrangements | 44,319 | — |
Obligations under repurchase agreements | 11,348 | 7,4 57 |
Total | 55,667 | 7,457 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Commercial paper | 46,777 | — |
Total | 46,777 | — |
124 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 April | 14,342 | 16,915 |
Additions/modifications of new leases during the year | 10,326 | 2,721 |
Interest expense | 1,524 | 1,102 |
Lease payments made during the year | (5,157) | (6,160) |
Foreign currency translation | 595 | (236) |
At 31 March | 21,630 | 14,342 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Analysis of lease liabilities | ||
Current | 4,152 | 11,233 |
Non-current | 17,478 | 3,109 |
Total | 21,630 | 14,342 |
The lease payments for FY 2026 relating to short-term leases amounted to £521,000 (FY 2025: £607,000).
Refer to note 33 for the maturity analysis of lease liabilities.
| Property | ||||
| Employee related | related | Other | Total | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 April 2024 | 2,186 | 386 | 1,622 | 4,194 |
Additional provision | 1,025 | 108 | 4,434 | 5,567 |
Utilisation of provision | (2,186) | (56) | (47) | (2,289) |
Unutilised provisions reversed | — | (73) | (1,566) | (1,639) |
Currency translation | — | (16) | (186) | (202) |
At 31 March 2025 | 1,025 | 349 | 4,257 | 5,631 |
Additional provision | 1,464 | 14 | 6,286 | 7,764 |
Utilisation of provision | (1,994) | — | (10,122) | (12,116) |
Currency translation | (1) | 21 | 93 | 113 |
At 31 March 2026 | 494 | 384 | 514 | 1,392 |
Strategic report Governance Financial statements Shareholder information
125 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
27. Provisions continued
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Analysis of provisions | ||
Current | 1,008 | 241 |
Non-current | 384 | 5,390 |
Total | 1,392 | 5,631 |
| 31 March 2026 | 31 March 2025 | |
| Number | Number | |
| Authorised | ||
Ordinary Shares of 25p | 400,000,000 | 400,000,000 |
| Allotted, issued and fully paid | ||
Ordinary Shares of 25p | 279,815,463 | 279,815,463 |
Deferred Shares of 25p | 2,478,086 | 2,478,086 |
Total | 282,293,549 | 282,293,549 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Authorised | ||
Ordinary Shares of 25p | 100,000 | 100,000 |
| Allotted, issued and fully paid | ||
Ordinary Shares of 25p | 69,953 | 69,953 |
Deferred Shares of 25p | 620 | 620 |
Total | 70,573 | 70,573 |
Number | £’000 | |
| Ordinary Shares of 25p | ||
At 1 April 2024 | 1,423,996 | 2,589 |
Acquisition | 6,156,211 | 15,001 |
Utilisation | (252,550) | (543) |
At 31 March 2025 | 7,327,657 | 17,047 |
Acquisition | 5,461,806 | 13,797 |
Utilisation | (2,678,232) | (6,444) |
At 31 March 2026 | 10,111,231 | 24,400 |
| Net | |||||
| investment | |||||
| Translation | hedging | FVOCI | Merger | ||
| reserve | reserve | reserve | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 April 2024 | 1,256 | (8,748) | (147) | (47,800) | (55,439) |
Currency translation differences | (6,772) | — | — | — | (6,772) |
Losses on financial investments at FVOCI | — | — | 35 | — | 35 |
At 31 March 2025 | (5,516) | (8,748) | (112) | (47,800) | (62,176) |
Currency translation differences | 8,142 | — | — | — | 8,142 |
Losses on financial investments at FVOCI | — | — | (40) | — | (40) |
At 31 March 2026 | 2,626 | (8,748) | (152) | (47,800) | (54,074) |
126 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
30. Other reserves continued
31. Cash generated from operations
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
| Cash flows from operating activities | ||
Profit before taxation | 101,343 | 84,454 |
| Adjustments for: | ||
Interest income | (18,835) | (18,531) |
Income on client funds | (23,076) | (23,957) |
Interest expense | 492 | — |
Finance costs | 2,822 | 2,590 |
Depreciation | 8,958 | 9,281 |
Amortisation and impairment of intangible assets | 5,530 | 4,732 |
Impairment of investments in associate | — | 2,328 |
Research and development tax credit | (325) | (566) |
| (Reversal of impairment of investments in associate and gain on bargain | ||
purchase)/Impairment of investments in associate | (811) | — |
Share of results of associate | — | 189 |
Loss on disposal of property, plant and equipment | 101 | 202 |
Other non-cash movements including exchange rate movements | 769 | (4) |
Share-based payment | 4,119 | 3,583 |
Fair value losses on financial investments at FVPL | (8,125) | 53 |
| Changes in working capital | ||
Decrease/(increase) in trade and other receivables | (40,396) | 18,092 |
Decrease/(increase) in amounts due from/due to brokers | (151,460) | 94,129 |
Decrease/(increase) in other assets | (3) | 12,248 |
(Increase) in financial investments | (7,208) | (28,952) |
(Increase)/decrease in trade and other payables | 133,978 | (19,226) |
(Increase)/decrease in secured financing | (3,672) | — |
(Increase)/decrease in secured borrowing | 55,651 | — |
Decrease/(increase) in net derivative financial instruments | (8,434) | 16,257 |
(Increase)/decrease in provisions | (4,366) | 1,531 |
Cash generated from operations | 47,052 | 158,433 |
Strategic report Governance Financial statements Shareholder information
127 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
31 March 2026 | 31 March 2025 | |||||||
| Amortised | (restated) | (restated) | Amortised | |||||
| FVOCI | FVPL | cost | Total | FVOCI | FVPL | cost | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Financial assets | ||||||||
Cash and cash equivalents | — | — | 276,517 | 276,517 | — | — | 247,665 | 247,665 |
Financial investments | 62,600 | 64,183 | — | 126,783 | 56,678 | 54,276 | — | 110,954 |
Amounts due from brokers | — | — | 287,950 | 287,950 | — | — | 140,010 | 140,010 |
Derivative financial instruments | — | 30,584 | — | 30,584 | — | 24,456 | — | 24,456 |
Secured financing | — | — | 3,672 | 3,672 | — | — | — | — |
Trade and other receivables excluding non-financial assets | — | — | 169,043 | 169,043 | — | — | 130,148 | 130,148 |
Total | 62,600 | 94,767 | 737,182 | 894,549 | 56,678 | 78,732 | 517,823 | 653,233 |
| Financial liabilities | ||||||||
Borrowings | — | — | (46,777) | (46,777) | — | — | — | — |
Secured borrowing | — | — | (55,667) | (55,667) | — | — | (7,457) | (7,4 57) |
Trade and other payables excluding non-financial liabilities | — | — | (387,365) | (387,365) | — | — | (253,083) | (253,083) |
Amounts due to brokers | — | — | (8,719) | (8,719) | — | — | (12,239) | (12,239) |
Derivative financial instruments | — | (13,854) | — | (13,854) | — | (16,160) | — | (16,160) |
Lease liabilities | — | — | (21,630) | (21,630) | — | — | (14,342) | (14,342) |
Total | — | (13,854) | (520,158) | (534,012) | — | (16,160) | (287,121) | (303,281) |
128 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
32. Financial instruments continued
31 March 2026 | 31 March 2025 | |||||||||
| Amounts | Collateral | Amounts | Collateral | |||||||
| Gross amounts | Amounts offset | reported | (received)/paid | Net exposure | Gross amounts | Amounts offset | reported | (received)/paid | Net exposure | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Financial assets | ||||||||||
Secured financing | 3,672 | — | 3,672 | (3,672) | — | — | — | — | — | — |
Amounts due from brokers | 294,275 | (6,325) | 287,950 | — | 287,950 | 140,010 | — | 140,010 | — | 140,010 |
Derivative financial instruments | 34,766 | (4,182) | 30,584 | (30,584) | — | 24,456 | — | 24,456 | (24,456) | — |
Total financial assets | 332,713 | (10,507) | 322,206 | (34,256) | 287,950 | 164,466 | — | 164,466 | (24,456) | 140,010 |
| Financial liabilities | ||||||||||
Secured borrowing | (55,667) | — | (55,667) | 55,667 | — | (7,457) | — | (7,4 57) | 7,457 | — |
Derivative financial instruments | (24,361) | 10,507 | (13,854) | 3,772 | (10,082) | (16,160) | — | (16,160) | 5,099 | (11,061) |
Total financial liabilities | (80,028) | 10,507 | (69,521) | 59,439 | (10,082) | (23,617) | — | (23,617) | 12,556 | (11,061) |
31 March 2026 | 31 March 2025 | |||||||||
| Carrying value | Level 1 | Level 2 | Level 3 | Total fair value | Carrying value | Level 1 | Level 2 | Level 3 | Total fair value | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Financial assets | ||||||||||
Financial investments | 126,783 | 78,604 | 37,112 | 11,067 | 126,783 | 110,954 | 45,768 | 64,228 | 958 | 110,954 |
Derivative financial instruments | 30,584 | — | 30,584 | — | 30,584 | 24,456 | — | 24,456 | — | 24,456 |
Total financial assets | 157,367 | 78,604 | 67,696 | 11,067 | 157,367 | 135,410 | 45,768 | 88,684 | 958 | 135,410 |
| Financial liabilities | ||||||||||
Derivative financial instruments | (13,854) | — | (13,758) | (96) | (13,854) | (16,160) | — | (16,160) | — | (16,160) |
Total financial liabilities | (13,854) | — | (13,758) | (96) | (13,854) | (16,160) | — | (16,160) | — | (16,160) |
Strategic report Governance Financial statements Shareholder information
129 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
32. Financial instruments continued
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 April | 958 | 32 |
Purchases | 4,310 | 795 |
Gains recognised in profit or loss | 5,799 | 131 |
At 31 March | 11,067 | 958 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 April | — | — |
New transactions | (96) | — |
At 31 March | (96) | — |
130 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
33. Financial risk management continued
Risk management approach continued
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
| Asset class | ||
Consolidated equities | 45,704 | 45,338 |
Commodities | 16,402 | 19,664 |
Fixed income | 8,369 | 6,175 |
Foreign exchange | 28,348 | 39,703 |
Cryptocurrencies | 6,413 | 5,112 |
Total | 105,236 | 115,991 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Market risk | (17,576) | (22,470) |
Strategic report Governance Financial statements Shareholder information
131 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
33. Financial risk management continued
31 March 2026 | 31 March 2025 | |||
| Absolute | Absolute | Absolute | Absolute | |
| increase | decrease | increase | decrease | |
| £’000 | £’000 | £’000 | £’000 | |
| Impact of 1.00% change | ||||
Profit after tax | 8,417 | (10,503) | 5,571 | (6,956) |
Equity | 8,417 | (10,503) | 5,571 | (6,956) |
| 31 March 2026 | |||||
| Cash and | Net derivative | ||||
| cash | Amounts due | Financial | financial | ||
| equivalents | from brokers | investments | instruments | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
AAA to AA- | 223,009 | 1,690 | 35,567 | 51 | 260,317 |
A+ to A- | 52,982 | 225,983 | 7,647 | (2,816) | 283,796 |
BBB+ to BBB- | — | 54,467 | 29,465 | — | 83,932 |
Non-IG and unrated | 526 | 5,810 | — | 19,495 | 25,831 |
Total | 276,517 | 287,950 | 72,679 | 16,730 | 653,876 |
| 31 March 2025 | |||||
| Cash and | Net derivative | ||||
| cash | Amounts due | Financial | financial | ||
| equivalents | from brokers | investments | instruments | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
AAA to AA- | 97,580 | 505 | — | 38 | 98,123 |
A+ to A- | 6,875 | 89,158 | 5,774 | — | 101,807 |
BBB+ to BBB- | 120,660 | 39,088 | 26,260 | (5,099) | 180,909 |
Non-IG and unrated | 22,549 | 11,260 | 49,588 | 13,356 | 96,753 |
Total | 247,665 | 140,011 | 81,622 | 8,295 | 477,592 |
132 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
33. Financial risk management continued
Credit risk continued
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 April | 3,136 | 3,964 |
Loss allowance on trade receivables provided/(reversed) | 655 | (422) |
Trade receivables written off | (691) | (406) |
At 31 March | 3,100 | 3,136 |
Strategic report Governance Financial statements Shareholder information
133 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
33. Financial risk management continued
Credit risk continued
31 March 2026 | 31 March 2025 | |||
| Debt | Provision | Debt | Provision | |
| £’000 | £’000 | £’000 | £’000 | |
Less than one month | 1,081 | 78 | 8,841 | 6 |
One to three months | 27,637 | 262 | 275 | 55 |
Three to twelve months | 192 | 150 | 608 | 435 |
Over twelve months | 2,610 | 2,610 | 2,656 | 2,640 |
Total | 31,520 | 3,100 | 12,381 | 3,136 |
| 31 March 2026 | 31 March 2025 | |
| £’000 | £’000 | |
Cash and cash equivalents | 276,517 | 247,665 |
Amount due from brokers | 287,950 | 140,010 |
Financial investments | 126,783 | 110,954 |
Client inventory | 6,348 | — |
Undrawn facility | 55,000 | 55,000 |
Total available liquidity | 752,598 | 553,629 |
Less: Blocked cash | (76,794) | (73,990) |
Less: Initial margin | (231,425) | (92,236) |
Less: Haircut on financial investments | (19,872) | (29,130) |
Less: Other encumbered financial investments | (58,365) | (8,725) |
Less: Illiquid financial investments | (11,067) | (957) |
Less: Undrawn facility | (55,000) | (55,000) |
Total unencumbered liquid assets | 300,075 | 293,591 |
134 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
33. Financial risk management continued
Liquidity risk continued
31 March 2026 | 31 March 2025 | |||||||||
| Less than | Three months | Less than | Three months | |||||||
| On demand | three months | to one year | After one year | Total | On demand | three months | to one year | After one year | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Financial assets | ||||||||||
Cash and cash equivalents | 276,517 | — | — | — | 276,517 | 247,665 | — | — | — | 247,665 |
Financial investments | 43,156 | 31,476 | 43,241 | 11,065 | 128,938 | 28,375 | 23,597 | 30,945 | 40,147 | 123,064 |
Amounts due from brokers | 287,950 | — | — | — | 287,950 | 140,010 | — | — | — | 140,010 |
Secured financing | 3,672 | — | — | 3,672 | — | — | — | — | — | |
Derivative financial instruments | 30,584 | — | — | — | 30,584 | 24,456 | — | — | — | 24,456 |
Trade and other receivables excluding non-financial assets | 165,092 | 1,864 | 520 | 1,567 | 169,043 | 128,226 | 866 | 551 | 505 | 130,148 |
Total | 806,971 | 33,340 | 43,761 | 12,632 | 896,704 | 568,732 | 24,463 | 31,496 | 40,652 | 665,343 |
| Financial liabilities | ||||||||||
Borrowings | — | (46,835) | — | — | (46,835) | — | (7,457) | — | — | (7,457) |
Secured borrowing | (44,319) | (11,361) | — | — | (55,680) | — | — | — | — | — |
Trade and other payables excluding non-financial liabilities | (387,365) | — | — | — | (387,365) | (253,083) | — | — | — | (253,083) |
Amounts due to brokers | (8,719) | — | — | — | (8,719) | (12,239) | — | — | — | (12,239) |
Derivative financial instruments | (13,854) | — | — | — | (13,854) | (16,160) | — | — | — | (16,160) |
Lease liabilities | — | (1,307) | (3,887) | (20,688) | (25,882) | — | (1,227) | (2,724) | (13,909) | (17,860) |
Total | (454,257) | (59,503) | (3,887) | (20,688) | (538,335) | (281,482) | (8,684) | (2,724) | (13,909) | (306,799) |
Net liquidity gap | 352,714 | (26,163) | 39,874 | (8,056) | 358,369 | 287, 250 | 15,779 | 28,772 | 26,743 | 358,544 |
Strategic report Governance Financial statements Shareholder information
135 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
2015 MEP
Share awards granted under the 2015 MEP are predominantly equity settled, with the exception of certain
participants that are cash settled. The Remuneration Committee approves any awards made under the 2015 MEP.
Current schemes are:
– Long Term Incentive Plan: Awards to senior management and critical staff, excluding Executive Directors. These
are awarded in the form of share awards and Options. The share awards have dividend equivalence where
additional shares will be awarded in place of dividends on vesting. The only vesting condition of the 2020 and 2021
equity settled awards is that employees remain employed by the Group, with the 2022 equity awards having a
non-market performance condition of cumulative PBT over a three-year period in addition to remaining employed
by the Group. This was revised in May 2023, with the performance condition now being aligned to net operating
income over the same period. The vesting conditions of the 2023 Option awards are that employees remain
employed by the Group and the price of CMC Markets plc’s shares must be greater than the relevant exercise
price at the vesting date.
Share awards
The fair value of share awards was calculated using the average of the share price three days prior to the grant date.
Employees are entitled to receive dividend equivalents in respect of dividends declared between the grant date and
the vesting date. Dividend equivalents are settled in additional shares (or cash, where applicable) upon vesting of the
underlying awards.
Movement in share awards
| Years ended 31 March | ||
| 2026 | 2025 | |
| Number | Number | |
At 1 April | 4,015,370 | 2,582,859 |
Granted (including dividend equivalents) | 2,466,397 | 1,785,083 |
Forfeited | (900,288) | (99,460) |
Exercised 1 | (1,011,592) | (253,112) |
At 31 March | 4,569,887 | 4,015,370 |
1 The share awards are automatically exercised on vesting; as such none of the share awards are exercisable at the end of the year.
Options
No options were granted during the year. The fair value of the Options granted during the year ended 31 March 2024
was calculated using the Black-Scholes model that takes into account the exercise price, the term of the Option, the
impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share,
the expected dividend yield, the risk-free interest rate for the term of the Option, and the correlations and volatilities of
the peer group companies.
136 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
34. Share-based payment continued
Current schemes continued
Movement in share options
Year ended 31 March 2026 | Year ended 31 March 2025 | |||
| Share options | Weighted average | Share options | Weighted average | |
| Number | exercise price | Number | exercise price | |
At 1 April | 9,690,064 | 247.3p | 10,495,016 | 247.6p |
Forfeited | (1,144,617) | 269.6p | (804,952) | 251.0p |
Exercised | (1,578,202) | 152.8p | — | — |
Outstanding at end of year | 6,967, 245 | 265.0p | 9,690,064 | 247.3p |
Exercisable at end of year | — | — | — | — |
The average share price during FY 2026 was 263.2 pence (FY 2025: 276.2 pence).
Share options outstanding
The number of options outstanding at year end was as follows:
Year ended 31 March 2026 | Year ended 31 March 2025 | ||||
| Share options | Weighted average | Share options | Weighted average | ||
Exercise price | Vesting date | Number | life (in years) | Number | life (in years) |
152.8p | 21 July 2025 | — | — | 1,572,616 | 0.3 |
229.2p | 21 July 2026 | 3,700,687 | 0.3 | 4,251,147 | 1.3 |
305.6p | 21 July 2027 | 3,266,558 | 1.3 | 3,866,301 | 2.3 |
Total | 6,967,245 | 0.8 | 9,690,064 | 1.5 |
| Years ended 31 March | ||
| 2026 | 2025 | |
| £’000 | £’000 | |
Short-term employee benefits | 3,229 | 3,477 |
Post-employment benefits | 60 | 90 |
Share-based payments | 854 | 1,013 |
Total | 4,143 | 4,580 |
Strategic report Governance Financial statements Shareholder information
137 – CMC Markets plc – Annual Report and Financial Statements 2026
Notes to the consolidated financial statements continued
For the year ended 31 March 2026
37. Events after the reporting period
European medium-term note programme
Subsequent to the reporting date, the Group commenced arrangements for a proposed debt issuance of
approximately £200 million. The main drivers are to provide more stable funding for the Group and a £100m
regulatory capital benefit. The Commercial Paper programme and Revolving Credit Facility would be retained. The
transaction remained subject to Board approval and completion of documentation at the date of authorisation of
these financial statements. Accordingly, no amounts have been recognised in the financial statements in respect of
this matter.
Related party loan
On 1 April 2026, the Group provided one member of key management personnel with a long-term loan of
£287,850 due to be repaid by 31 May 2031. The Board considers that the terms of the arrangement are on normal
commercial terms.
138 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
31 March 2026
£’000
31 March 2025
£’000
Non-current assets
Investments in subsidiary undertakings 171,931 171,258
Total non-current assets 171,931 171,258
Current assets
Trade and other receivables 5,753 623
Cash and cash equivalents 366 14,224
Total current assets 6,119 14,847
Total assets 178,050 186,105
31 March 2026
£’000
31 March 2025
£’000
Current liabilities
Trade and other payables 415 552
Total current liabilities 415 552
Total liabilities 415 552
Equity
Share capital 70,573 70,573
Share premium 46,236 46,236
Capital redemption reserve 2,901 2,901
Own shares held in trust (24,400) (17,047)
Retained earnings
1
82,325 82,890
Total equity 177,635 185,553
Total equity and liabilities 178,050 186,105
1 The Company’s profit for the year was £36,525,000 (FY 2025: £56,232,000).
The Financial Statements on pages 139 to 142 were approved by the Board of Directors on 15 June 2026 and signed
on its behalf by:
Lord Cruddas
Chief Executive Officer
Company statement of financial position
At 31 March 2026
Company registration number: 05145017
Strategic report Governance Financial statements Shareholder information
139 – CMC Markets plc – Annual Report and Financial Statements 2026
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Own shares
held in trust
£’000
Retained
earnings
£’000
Total
equity
£’000
At 1 April 2024 70,573 46,236 2,901 (2,589) 52,324 169,445
Profit and total comprehensive income
for the year — — — — 56,232 56,232
Acquisition of own shares held in trust — — — (15,001) — (15,001)
Utilisation of own shares held in trust — — — 543 — 543
Share-based payments — — — — 3,038 3,038
Dividends — — — — (28,704) (28,704)
At 31 March 2025 70,573 46,236 2,901 (17,047) 82,890 185,553
Profit and total comprehensive income
for the year — — — — 36,525 3 6, 525
Acquisition of own shares held in trust — — — (13,797) — (13,797)
Utilisation of own shares held in trust — — — 6,444 — 6,444
Share-based payments — — — — 95 95
Dividends — — — — (37,185) (37,185)
At 31 March 2026 70,573 46,236 2,901 (24,400) 82,325 177,635
Years ended 31 March
2026
£’000
2025
£’000
Reconciliation of profit before tax to net cash flows from operating activities:
Profit before taxation 36,525 56,232
Adjustments for:
Interest income (209) (73)
Dividends (37,350) (56,800)
Decrease in trade and other receivables 597 5,671
Decrease in trade and other payables (137) (4,091)
Interest received 242 3
Net cash (used in)/generated from operating activities (332) 942
Cash flows from investing activities
Amounts contributed by subsidiaries in relation to share-based payments 106 94
Dividends received 37,350 56,800
Net cash generated from investing activities 37,456 56,894
Cash flows from financing activities
Acquisition of own shares (13,797) (15,001)
Dividends paid (37,185) (28,704)
Net cash used in financing activities (50,982) (43,705)
Net (decrease)/increase in cash and cash equivalents (13,858) 14,131
Cash and cash equivalents at the beginning of the year 14,224 93
Cash and cash equivalents at the end of the year 366 14,224
Company statement of changes in equity
For the year ended 31 March 2026
Company statement of cash flows
For the year ended 31 March 2026
140 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
1. General information and basis of preparation
General information
The separate Financial Statements of the Company are presented as required by the Companies Act 2006.
Aspermitted by Section 408 of the Companies Act 2006, the Company has not presented its own income
statement or statement of comprehensive income. The Company had no other comprehensive income.
The basis of preparation and principal accounting policies adopted are the same as those set out in the Group’s
consolidated Financial Statements.
2. Investment in subsidiaries
Year ended 31 March
2026
£’000
2025
£’000
At 1 April 171,258 168,448
Capital contribution relating to share-based payments 4,127 3,580
Amounts contributed by subsidiaries in relation to share-based payments (3,454) (770)
At 31 March 171,931 171,258
The Company’s investments in its subsidiary undertakings are carried at cost less accumulated provision for
impairment. In determining the provision for impairment, the carrying value of the investment is compared to the
recoverable amount of the investment. The estimated recoverable amount of these investments is determined
based on an estimate of the fair value less costs to sell of the subsidiary undertaking or the VIU of the subsidiary
undertaking, whichever is higher. Investments in subsidiary undertakings are tested for impairment annually.
Thetotal provision for impairment recorded during FY 2026 was £nil (FY 2025: £nil).
In accordance with Section 409 of the Companies Act 2006, a list of the Company’s subsidiaries and associates,
the registered office addresses and the effective percentages of equity owned at 31 March 2026 are disclosed
below. Unless otherwise stated, the share capital comprises Ordinary or common shares that are held by Group
subsidiaries and also represents the proportion of the voting rights in the subsidiary undertakings.
The ownership percentage is provided for each undertaking. The undertakings below are consolidated unless
otherwise indicated.
Subsidiaries
Country of
incorporation
% of share
class held by
immediate
parent
company Held Principal activity
CMC Markets Holdings Ltd
1
England 100% Directly Holding company
CMC Markets CFD Overseas Holdings Limited
1
England 100% Indirectly Holding company
CMC Markets Holdings Ventures Limited
1
England 100% Indirectly Holding company
CMC Markets Investments Limited
1
England 100% Indirectly Online investing
CMC Markets Investments Nominee Limited
1
England 100% Indirectly Nominee entity
CMC Markets Nominee Limited
1
England 100% Indirectly Nominee entity
Subsidiaries
Country of
incorporation
% of share
class held by
immediate
parent
company Held Principal activity
CMC Markets Overseas Holdings Ltd
1
England 100% Indirectly Holding company
CMC Markets Services Limited¹ England 100% Indirectly Service company
CMC Markets UK Holdings Ltd
1
England 100% Indirectly Holding company
CMC Markets UK plc
1
England 100% Indirectly Online trading
CMC Markets Ventures Limited
1
England 100% Indirectly Holding company
CMC Spreadbet plc
1
England 100% Indirectly Spread betting
Information Internet Ltd
1
England 100% Indirectly IT development
Opto Markets Limited
1
England 100% Indirectly Holding company
CMC Markets Investments Holdings Limited
1
England 100% Indirectly Holding company
CMC Markets Securities UK Limited
1
England 100% Indirectly Holding company
StrikeX Technologies Ltd
1
England 51% Indirectly Online trading
StrikeX Labs Ltd
1
England 51% Indirectly Service company
Tradestrike Ltd
1
England 51% Indirectly Service company
CMC Markets Asia Pacific Pty Ltd
2
Australia 100% Indirectly Online trading
CMC Markets Group Australia Pty Ltd
2
Australia 100% Indirectly Holding company
CMC Markets Stockbroking Ltd
2
Australia 100% Indirectly Stockbroking
CMC Markets Stockbroking Nominees (No. 2
Account) Pty Ltd
2
Australia 100% Indirectly Nominee entity
CMC Markets Stockbroking Nominees Pty Ltd
2
Australia 100% Indirectly Nominee entity
CMC Markets Stockbroking Services Pty Ltd
2
Australia 100% Indirectly Employee Services
CMC Markets Investments Holdings Australia Pty Ltd
2
Australia 100% Indirectly Holding company
CMC Markets Securities Australia Pty Ltd Australia 100% Indirectly Online trading
CMC Markets Bermuda Holdings Limited³ Bermuda 100% Indirectly Holding company
CMC Markets Bermuda Limited³ Bermuda 100% Indirectly Online trading
StrikeX (BVI) Ltd BVI 51% Indirectly Online trading
CMC Markets Capital Structures Limited BVI 100% Indirectly Dormant
CMC Markets Canada Inc
4
Canada 100% Indirectly Online trading
CMC Business Services (Shanghai) Limited
9
China 100% Indirectly In liquidation
CMC Markets Germany GmbH⁵ Germany 100% Indirectly Online trading
CMC Markets Securities GmbH⁵ Germany 100% Indirectly Online trading
CMC Markets NZ Ltd⁶ New Zealand 100% Indirectly Online trading
CMC Markets Stockbroking Nominees (NZ)
Limited Company⁶ New Zealand 100% Indirectly Nominee entity
CMC Logic Społka z Ograniczon�
Odpowiedzialno´sci Poland 100% Indirectly Service company
CMC Markets Singapore Invest Pte Limited⁷ Singapore 100% Indirectly Online investing
CMC Markets Singapore Pte Limited⁷ Singapore 100% Indirectly Online trading
Opto Markets LLC¹ USA 100% Indirectly Online investing
Notes to the Company financial statements
For the year ended 31 March 2026
Strategic report Governance Financial statements Shareholder information
141 – CMC Markets plc – Annual Report and Financial Statements 2026
2. Investment in subsidiaries continued
Notes to the Company financial statements continued
For the year ended 31 March 2026
Subsidiaries
Country of
incorporation
% of share
class held by
immediate
parent
company Held Principal activity
CMC Markets Middle East Ltd
8
UAE 100% Indirectly Online trading
Registered office:
1 133 Houndsditch, London EC3A 7BX.
2 Level 20, Tower 3 International Towers 300 Barangaroo Avenue,
Sydney NSW 2000.
3 9 Par La Ville Road Hamilton, Bermuda HM11.
4 Level 35, Suite 3550 81 Bay Street, Toronto, Ontario MSJ 1E6.
5 Garden Tower Neue Mainzer Straße 46-50 60311 Frankfurt am Main.
6 Level 39 23 Albert Street, Auckland 1010.
7 IOI Central Boulevard Towers, West Tower Unit #25-03, 2 Central
Boulevard, Singapore 049320.
8 Dubai International Financial Centre, Dubai 507183.
9 Room 3404, Floor 34 Shanghai Tower, Pudong District, Shanghai.
The list below includes all of the Group’s employee benefit trusts as at 31 March 2026:
Country of incorporation
CMC Markets plc Employee Share Trust Jersey
CMC Markets plc UK Share Incentive Plan England
CMC Markets plc (Discretionary Schemes) Employee Share Trust England
As at 31 March 2026, there were no significant restrictions on the Company’s ability to access or use the assets, or
to settle the liabilities, of its subsidiaries (31 March 2025: none). All subsidiaries operate in jurisdictions where there
are no regulatory, contractual or legal constraints that would materially impact the Group’s ability to manage its
consolidated assets or meet its obligations.
3. Trade and other receivables
31 March
2026
£’000
31 March
2025
£’000
Amounts due from Group companies 5,274 —
Prepayments and accrued income 79 123
Other debtors and advances 400 500
Total 5,753 623
4. Trade and other payables
31 March
2026
£’000
31 March
2025
£’000
Amounts due to other Group companies — 336
Accruals and other creditors 415 216
Total 415 552
All the Company’s trade and other payables are repayable upon demand.
5. Called-up share capital
Details of the Company’s called-up share capital can be found in note 28 to the Group’s consolidated Financial Statements.
6. Financial instruments
31 March
2026
£’000
31 March
2025
£’000
Financial assets held at amortised cost
Cash and cash equivalents 366 14,224
Trade and other receivables excluding non-financial assets 5,711 570
Total 6,077 14,794
31 March
2026
£’000
31 March
2025
£’000
Financial liabilities held at amortised costs
Trade and other payables excluding non-financial liabilities (415) (552)
Total (415) (552)
Details of the measurement basis are consistent with those adopted by the Group and can be found in note 32 to the
Group’s consolidated Financial Statements.
7. Financial risk management
Details of the financial risk management approach are consistent with those adopted by the Group and can be found
in note 33 to the Group’s consolidated Financial Statements.
8. Directors and employees
The Company has no employees. CMC Markets UK plc provides the Company with employee services and bears
the costs associated with the Directors of the Company. These costs are not recharged to the Company.
9. Controlling party
The Company’s ultimate controlling party is Lord Cruddas by virtue of his majority shareholding in CMC Markets plc.
142 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Financial statements Shareholder information
In presenting financial information, we include certain measures that are not mandated by IFRS, the Generally Accepted Accounting Principles under which we prepare our reports. These measures align with those utilised by management
to evaluate underlying performance. Definitions of these alternative performance measures are provided below:
Metric KPI Definition Reconciliation to nearest statutory measure
a. Net trading revenue
No Gross trading revenue less attributable introducing partner
commissions and betting levies. This metric provides a clearer view
of the underlying revenue generated from trading activity that is
directly attributable to the Group, excluding variable costs linked to
revenue generation. It is a useful measure for assessing the
profitability and performance of trading operations.
31 March 2026
£’000
31 March 2025
£’000
Trading revenue 300,770 256,169
Trading introducing partner commission and betting levies (11,085) (7,242)
Net trading revenue 289,685 248,927
b. Net investing revenue
No Net investing revenue is defined as gross investing revenue less
attributable introductory partner commissions. This metric reflects
the revenue from investing activity that is retained by the Group after
variable partner-related costs. It is a useful measure for evaluating
theunderlying performance and profitability of the Group’s
investingbusiness.
31 March 2026
£’000
31 March 2025
£’000
Investing revenue 72,305 57,189
Investing introducing partner commission (14,510) (12,740)
Net investing revenue 57,795 44,449
c. Interest income and Net
interest income
No Interest income earned from interest-bearing own assets and client
funds. It provides a useful measure of the contribution from treasury
and cash management activities and can be an important driver of
overall profitability, particularly in varying interest rate environments.
31 March 2026
£’000
31 March 2025
£’000
Interest income on own funds 18,835 18,531
Income on client funds 23,076 23,957
Interest income 41,911 42,488
Interest expense (492) —
Net interest income 41,419 42,488
d. Net operating income
Yes Total revenue net of rebates, levies and other variable costs directly
associated with revenue generation. It provides a useful measure of
the income retained by the Group from its core operations.
31 March 2026
£’000
31 March 2025
£’000
Net trading revenue 289,685 248,927
Net investing revenue 57,795 44,449
Interest income 41,419 42,488
Other revenue 3,681 4,253
Net operating income 392,580 340,117
Alternative performance measures
Strategic report Governance
143 – CMC Markets plc – Annual Report and Financial Statements 2026
Shareholder informationFinancial statements
Metric KPI Definition Reconciliation to nearest statutory measure
e. Trading revenue per client
Yes Net trading revenue divided by the number of active trading clients. It
provides a useful measure of client value and business efficiency,
helping to assess the average revenue generated per client and
track changes in client behaviour or product performance over time.
31 March 2026
£’000
31 March 2025
£’000
Net trading revenue 289,685 248,927
Active clients 55,081 52,290
Trading revenue per client – £ 5,259 4,761
f. Underlying earnings before
interest, tax, depreciation
and amortisation (“EBITDA”)
Yes Profit before tax adjusted for finance costs and certain non-cash
items. It provides a useful measure for assessing underlying
profitability across periods and with peers, as it focuses on the core
earnings generated from business operations, excluding the impact
of financing decisions and non-cash adjustments.
31 March 2026
£’000
31 March 2025
£’000
Profit before tax 101,343 84,454
Finance costs 2,822 2,590
Depreciation and amortisation 13,954 13,531
Impairment of intangible assets 534 482
(Reversal of impairment of investments in associate and gain on bargain purchase)/
impairment of investments in associate (811) 2,328
Underlying EBITDA 117,842 103,385
g. Profit before tax margin
Yes Profit before tax expressed as a percentage of net operating
income.
31 March 2026
£’000
31 March 2025
£’000
Profit before taxation 101,343 84,454
Net operating income 392,580 340,117
Profit before tax margin 25.8% 24.8%
Alternative performance measures continued
144 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Shareholder informationFinancial statements
Consolidated five-year summary
Income statement
For the year ended 31 March
£’million 2026 2025 2024 2023 2022
Net operating income 392.6 340.1 332.8 288.4 281.9
Adjusted operating expenses (289.3) (250.5) (267.2) (233.9) (188.3)
Operating profit 103.3 89.6 65.6 54.5 93.6
Share of results of associate — (0.2) (0.3) — —
Reversal of impairment/(impairment) of investment in associate and gain on bargain purchase 0.8 (2.3) — — —
Finance costs (2.8) (2.6) (2.0) (2.3) (2.1)
Profit before tax 101.3 84.5 63.3 52.2 91.5
Taxation (27.6) (22.3) (16.4) (10.8) (20.0)
Profit after tax 73.7 62.2 46.9 41.4 71.5
Balance sheet
£’million 2026 2025 2024 2023 2022
Non-current assets 91.0 90.8 68.9 65.6 74.8
Current assets 915.9 641.2 647.9 520.8 572.0
Current liabilities (522.2) (299.6) (297.8) (200.1) (263.2)
Non-current liabilities (27.5) (14.4) (15.5) (12.3) (14.7)
Net assets 457.2 418.0 403.5 374.0 368.9
Equity 457.2 418.0 403.5 374.0 368.9
Strategic report Governance
145 – CMC Markets plc – Annual Report and Financial Statements 2026
Shareholder informationFinancial statements
Proposed final dividend for the year
ended 31 March 2026
Ex-dividend date: 9 July 2026
Record date: 10 July 2026
Dividend payment date: 14 August 2026
Annual General Meeting
The 2026 AGM will be held at 10:00am on Friday
24July2026 at 133 Houndsditch, London EC3A 7BX.
Registrars/shareholder enquiries
MUFG Corporate Markets can be contacted to deal
with any questions regarding your shareholding
using the contact details listed below. Alternatively,
you can access www.cmcmarketsshares.co.uk,
where you can view and manage all aspects of your
shareholding securely.
E: shareholderenquiries@cm.mpms.mufg.com
Mail
MUFG Corporate Markets,
Shareholder Enquiries
Central Square
29 Wellington Street
Leeds
LS1 4DL
Phone
T: 0371 664 0300
Calls to 0371 664 0300 are charged at the standard
geographic rate and will vary by provider.
Calls outside the United Kingdom are charged at the
applicable international rate.
Phone lines are open between 9:00am and 5:30pm,
Monday to Friday excluding public holidays in England
and Wales.
Registered Office and Group
Head Office
CMC Markets plc
133 Houndsditch
London
EC3A 7BX
United Kingdom
Registered number: 05145017
T: 020 7170 8200
W: www.cmcmarkets.com
LEI: 213800VB75KAZBFH5U07
Company Secretary
Roy Tooley
Investor relations
E: investor.relations@cmcmarkets.com
W: www.cmcmarkets.com/group/investor-relations
Brokers
RBC Capital Markets
100 Bishopsgate
London
EC2N 4AA
RBC Capital Markets
100 Bishopsgate
London
EC2N 4AA
Independent auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Legal advisers
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
Global offices
United Kingdom (Head Office)
CMC Markets plc, CMC Markets Holdings Limited,
CMC Markets CFD Overseas Holdings Limited,
CMC Markets Holdings Ventures Limited, CMC
Markets Investments Limited, CMC Markets
Nominees Limited, CMC Markets Overseas
Holdings Limited, CMC Markets Services Limited,
CMC Markets UK Holdings Limited, CMC Markets
UK plc, CMC Spreadbet plc, Information Internet
Limited, CMC Markets Ventures Limited, Opto
Markets Limited, Opto Markets LLC, CMC Markets
Investments Holdings Limited, CMC Markets
Securities UK Limited, Strikex Technologies
Limited, Strikex Labs Ltd, Tradestrike Ltd.
133 Houndsditch
London
EC3A 7BX
T: +44 (0)20 7170 8200
E: info@cmcmarkets.com
W: www.cmcmarketsplc.com
Australia
CMC Markets Asia Pacific Pty Ltd, CMC Markets
Stockbroking Limited, CMC Markets Group
Australia Pty Ltd, CMC Markets Stockbroking
Nominees Pty Limited, CMC Markets Stockbroking
Nominees (No. 2 Account) Pty Limited, CMC
Markets Stockbroking Services Pty Ltd, CMC
Markets Investments Holding Australia Pty Ltd,
CMC Markets Securities Australia Pty Ltd, Branch
of CMC Markets UK plc (Branch)
Level 20, Tower 3
International Towers
300 Barangaroo Avenue
Sydney
NSW 2000
T: 1300 303 888
T: +61 (0)2 8221 2100
E: PEGA clientmanagement@cmcmarkets.com.au
support@cmcmarkets.com.au
brokingservice@cmcmarkets.com.au
W: www.cmcmarkets.com.au
Austria
CMC Markets Germany GmbH
Zweigniederlassung Wien
Information Internet Limited Zweigniederlassung Wien
(Branch) The ICON Vienna, Wiedner Gürtel 13
Tower 24, 10th floor
1100 Vienna
T: +43 (0)1 532 1349 0
E: kundenservice@cmcmarkets.at
W: www.cmcmarkets.com/de-at/
Bermuda
CMC Markets Bermuda Holdings Limited
CMC Markets Bermuda Limited
No. 9 Par-La-Ville Road, fifth floor of S. E. Pearman
Building, Hamilton, HM11 Bermuda.
T: +1 44 1703 8895
W: www.cmcmarkets.com/en
Canada
CMC Markets Canada Inc
81 Bay Street, Suite 3550
Toronto Ontario
M5J 0E7
T: +1 416 682 5000
E: info@cmcmarkets.ca
W: www.cmcmarkets.ca
Germany
CMC Markets Germany GmbH, CMC Markets
Securities GmbH
Garden Tower
Neue Mainzer Straße 46-50
60311 Frankfurt am Main
T: +49 (0)69 2222 44 000
E: kundenservice@cmcmarkets.de
W: www.cmcmarkets.com/de-de/
Shareholder information
146 – CMC Markets plc – Annual Report and Financial Statements 2026
Strategic report Governance Shareholder informationFinancial statements
Shareholder information continued
Global offices continued
China
CMC Markets UK plc (Representative Office)
12th Floor, Beijing Excel Centre
No. 6 Wudinghou Street
Xicheng District
Beijing 100033 China
New Zealand
CMC Markets NZ Ltd, CMC Markets Stockbroking
Nominees (NZ) Limited
Level 39
ANZ Centre
23-29 Albert Street
Auckland Central 1010
T: +64 (0)9 359 1200
E: support@cmcmarkets.co.nz
W: www.cmcmarkets.com/en-nz/
Norway
CMC Markets Germany GmbH Filial Oslo
Fridtjof Nansens Plass 6
0160 Oslo
T: +47 22 01 97 02
E: info@cmcmarkets.no
W: www.cmcmarkets.no
Poland
CMC Logic sp. z o. o., CMC Markets Germany
GmbH Sp. z o.o.
Oddział w Polsce (Branch)
Emilii Plater 53
00-113 Warsaw
T: +48 22 160 5600
E: biuro@cmcmarkets.pl
W: www.cmcmarkets.pl
Singapore
CMC Markets Singapore Pte Limited,
CMC Markets Singapore Invest Pte Limited
IOI Central Boulevard Towers
West Tower Unit #25-03
2 Central Boulevard
Singapore 018916
T: 1800 559 6000 (local)
T: +65 6559 6000
E: info@cmcmarkets.com.sg
support@cmcinvest.sg
W: www.cmcmarkets.com/en-sg/
www.cmcinvest.sg
Spain
CMC Markets Germany GmbH, Sucursal En
Espana (Branch), CMC Markets UK plc Sucursal en
Espana (Branch)
Paseo de la Castellana 40
9th Floor
28046 Madrid
T: +34 911 140 700
E: soporteclientes@cmcmarkets.es
W: www.cmcmarkets.com/es-es/
United Arab Emirates
CMC Markets Middle East Ltd
Unit 2903, Level 29
ICD Brookfield Place
Dubai International Financial Centre
Dubai 507183
T: +971 800 0357 04373
E: connect.servicesmena@cmcmarkets.com
W: www.cmcmarkets.com/en-gb/connect
British Virgin Islands
CMC Markets Capital Structures Ltd
StrikeX. (BVI) Ltd
Produced by Design Portfolio
www.design-portfolio.co.uk
CMC Markets plc’s commitment to environmental issues is reflected in this Annual Report,
which has been printed on Magno Matt and Symbol Matt Plus, an FSC
®
certified material.
This document was printed by Park Communications using its environmental print
technology, which minimises the impact of printing on the environment, with 99% of dry
waste diverted from landfill. Both the printer and the paper mill are registered to ISO 14001.
Strategic report Governance
147 – CMC Markets plc – Annual Report and Financial Statements 2026
Shareholder informationFinancial statements
www.cmcmarketsplc.com
T: +44 (0)20 7170 8200
E: info@cmcmarkets.com
CMC Markets plc – Annual Report and Financial Statements 2026