Marex : Annual Report and Financial Statements 2025 - Marex Financial
MRX
Published on 04/28/2026 at 09:55 am EDT
Annual Report and Financial Statements
Year ended 31 December 2025
Registration Number 05613061
Company Information 2
Strategic Report 3
Directors' Report 21
Independent Auditor's Report 24
Income Statement 32
Statement of Comprehensive Income 33
Statement of Financial Position 34
Statement of Changes in Equity 36
Statement of Cash Flows 37
Notes to the Financial Statements 39
R Irvin
P R Tonucci
2 New Street Square, London, EC4A 3BZ
8 Canada Square, London, E14 5HQ, United Kingdom
BMO Harris Bank N.A.
320 South Canal Street, Chicago, IL 60606, United States
Barclays Bank plc
1 Churchill Place, London, E14 5HP, United Kingdom
Bank of China Limited, London branch
1 Lothbury, London EC2R 7DB, United Kingdom
Industrial and Commercial Bank of China Limited, London branch 81 King William Street, London, EC4N 7BG, United Kingdom
Citibank N.A, London branch
25 Canada Square, London E14 5LB, United Kingdom
JP Morgan Chase Bank N.A.
383 Madison Avenue, New York, NY 10017, United States
Marex Financial (the 'Company' or the 'Firm') provides market access, infrastructure services and essential liquidity to clients across global markets. The Firm is a private unlimited company and a subsidiary of Marex Group plc (collectively with its subsidiaries 'Marex', or the 'Group'), a diversified global financial services platform, providing market access, infrastructure services and essential liquidity to clients across global commodity and financial markets.
The Group provides comprehensive breadth and depth of coverage across four services:
Clearing
Agency and Execution
Market Making
Hedging and Investment Solutions
It has a leading franchise in many major metals, energy and agricultural products, with access to more than 60 major global exchanges, including the London Metal Exchange where Marex is a Category 1 Member and Ring Dealer, the CME Group (CME) and the Intercontinental Exchange (ICE). In 2025, the Group cleared over 1,280 million contracts on exchange (2024: 1,116 million contracts). The Group has 3,400 active clients, including some of the largest commodity producers, consumers and traders, banks, hedge funds and asset managers. With more than 50 offices worldwide, the Group has over 3,000 employees across Europe, Asia and the Americas.
The Group provides critical services to clients by connecting them to global exchanges and providing a range of execution and hedging services across a range of our assets and products. We operate in a large and fragmented market with significant infrastructure requirements and regulatory and technological complexity, resulting in high barriers to entry. Moreover, our market is characterized by reduced competitive intensity as we believe many large banks and other financial institutions have reduced their participation in this part of the financial ecosystem. We consider these trends to elevate our value proposition and support our growth, as the scale and diversity of our business enable us to effectively service an underserved and growing global client base.
We have a broad and diverse client base that includes the largest blue-chip commodities producers, consumers and traders, as well as leading banks, hedge funds, asset managers and brokers.
The Company also has a corporate segment which provides support to the rest of the Group.
The Company is regulated in the UK by the Financial Conduct Authority (FCA), which also regulates the Group under consolidated supervision.
The Company is a key part of the Group, a global financial services platform which provides market access, infrastructure services and essential liquidity to clients across global markets. Our services are highly specialised and essential for our clients to run their own businesses effectively; to manage risk and operate profitably.
For management purposes, the Company is organized into the following operating segments, based on the services provided, as follows:
Clearing: Clearing is the interface between exchanges and clients. Clearing provides the connectivity that allows our clients access to exchanges and central clearing houses. As clearing members, Clearing acts as principal on behalf of our clients and generates revenue on a commission per trade basis. Clearing provides clearing services across markets including metals, agricultural products, energy and financial securities across different geographies.
Agency and Execution: Agency and Execution provides essential liquidity and execution services to our clients primarily in the energy and financial securities markets. Our energy division provides essential liquidity to clients by connecting buyers and sellers in the energy markets to facilitate price discovery. We have significant positions in many of the markets we operate in, including key gas and power markets in Europe; environmental, and crude markets in North America; and oil products globally. We achieve this through the breadth and depth of the services we offer to customers, including market intelligence for each product we transact in, based on the extensive knowledge and experience of our teams. Our Securities division provides essential liquidity and risk management solutions to clients across global financial markets. Leveraging our international network, we connect buyers and sellers in equities, credit, financing, foreign exchange (FX), and rates, enabling efficient price discovery and tailored hedging strategies. Through our Prime Services business we deliver comprehensive solutions for institutional clients, including clearing, custody, capital introduction, portfolio financing, and outsourced trading.
Market Making: Market Making acts as principal to provide direct market pricing to professional and wholesale counterparties, primarily within the metals, agriculture, energy and financial securities markets. The Market Making segment primarily generates revenue through charging a spread between buying and selling prices, without taking significant proprietary risk. The Market Making operations are diversified across geographies and asset classes.
Hedging and Investment Solutions: Hedging and Investment Solutions offers bespoke hedging and investment solutions to our clients and generates revenue through a return built into the product pricing. Tailored hedging solutions allow producers and consumers of commodities to hedge their exposure to movements in market prices, as well as exchange rates, across a variety of different time horizons.
Corporate: Corporate manages the control and support functions of the Group and provides operational support to the business functions. In addition, Corporate manages the Group's funding requirements. Interest expense is incurred through debt securities issuance, which is recharged to other segments through inter-segmental funding allocations to reflect their consumption of these resources.
The Company continued to deliver strong revenue growth across all operating segments driven by robust client activity.
2025
2024
$m
$m
% Change
evenue 696.7
588.9
18%
Net commission income
240.4
172.9
39%
Net trading income
466.1
398.8
17%
Net interest (expense) / income
(9.8)
17.2
(157)%
The key performance indicators (KPIs) that are the focus of senior management include Revenue, Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin and return on equity.
The Company delivered strong revenue growth in 2025, with revenue increasing by 18% to $696.7m (2024:
$588.9m). The increase was driven by higher net commission income and net trading income, which more than offset a small decline in net interest income.
Net commission income increased by 39% to $240.4m (2024: $172.9m), reflecting higher client activity and volumes in both Clearing and Agency and Execution. Net trading income increased by 17% to $466.1m (2024:
$398.8m), underpinned by record performance in Solutions driven by higher client demand alongside growth in Market Making and Agency and Execution. These increases were partly offset by a decline in net interest income, which moved to an expense of $9.8m in 2025 (2024: income of $17.2m), as the Company maintained surplus liquidity during the year.
On 1 December 2025, the Prime business was transferred to Marex Financial as part of the planned wind-down of Marex Prime Services Limited ('MPSL'). Accordingly, the results of the business have been included within Marex Financial from that date. For segmental reporting purposes, Prime is reported within Agency & Execution. See Note 6 of the financial statements for further detail.
Expenses increased during the year, reflecting continued investment to support the overall Group's long-term growth. Front office costs increased by 31% to $400.4m (2024: $306.0m), primarily reflecting higher performance related compensation in line with revenue growth alongside increased front office headcount. Control and support costs increased by 62% to $248.8m (2024: $153.6m), primarily reflecting continued investment in the wider Group's technology, risk, finance and compliance capabilities, as well as the broader infrastructure and control environment required to support future growth.
Depreciation and amortisation increased to $5.3m (2024: $3.2m), consistent with continued investment in systems and infrastructure.
Average monthly headcount increased by 20% to 1,086 (2024: 908). Average front office headcount increased by 12% to 343 (2024: 307), while average control and support headcount increased by 24% to 743 (2024: 601), reflecting continued investment across the business and its capabilities.
As a result of the revenue and cost trends noted above, Adjusted Profit Before Tax decreased to $46.0m in 2025 (2024: $131.6m), and the Adjusted Profit Before Tax Margin decreased to 7% (2024: 22%). This reflected continued investment in the business, particularly across technology, risk, finance and compliance capabilities, to support both the Company's and the overall Group's future growth.
On a reported basis, Profit Before Tax decreased to $38.7m in 2025 (2024: $126.9m), while Reported Profit After Tax decreased to $22.8m (2024: $100.4m). Tax for the year reduced to $15.9m (2024: $26.5m), reflecting the lower level of profitability recorded in the Company in 2025.
2025
$m
2024
$m
% Change
Revenue
696.7
588.9
18%
Front office costs
(400.4)
(306.0)
31%
Control and support costs
(248.8)
(153.6)
62%
Net recovery of credit losses
0.9
2.3
(61%)
Depreciation and amortisation
(5.3)
(3.2)
66%
Other income
2.9
3.2
(9%)
Adjusted profit before tax
46.0
131.6
(65%)
Non-operating adjustments
(7.3)
(4.7)
n.m.1
Reported profit before tax
38.7
126.9
(70%)
Tax
(15.9)
(26.5)
(40%)
Reported profit after tax
22.8
100.4
(77%)
Adjusted profit before tax margin
6.6%
22.3%
Reported return on equity ('ROE')
5.0%
24.7%
Average monthly number of staff
Front office
343
307
12%
Control and support
743
601
24%
Total
1,086
908
20%
n.m. not meaningful
Refer to Appendix 1 for further detail on the Company's non-IFRS measures.
2025
2024
$m
$m
Adjusted profit before tax
46.0
131.6
Activities in relation to shareholders
-
(2.4)
Employer tax on vesting of growth shares
-
(2.3)
Impairment of investment in subsidiary
(7.3)
-
Profit before tax (reported)
38.7
126.9
Tax
(15.9)
(26.5)
Marex Financial is organised into distinct segments: Clearing, Agency and Execution, Market Making, Hedging and Investment Solutions, and Corporate. The following tables show the split of revenue by segment for 2025 compared to 2024:
2025
$m
2024
$m
% Change
Clearing
214.9
226.1
(5%)
Agency and Execution
89.3
38.7
131%
Market Making
157.6
145.2
9%
Hedging and Investment Solutions
196.8
161.4
22%
Corporate
38.1
17.5
118%
Revenue
696.7
588.9
18%
Clearing revenue decreased by (5%) to $214.9m in 2025 (2024: $226.1m), largely driven by lower net commission income which decreased to $147.6m (2024: $156.8m). Clearing net interest income decreased slightly during the year, as interest rate cuts were partly offset by higher clearing client balances.
Adjusted Profit Before Tax decreased by (25.0)% to $113.7m in 2025 (2024: $151.5m) as the result of lower revenue and increased costs linked to continued investment in technology, market access and regional expansion to support future growth.
Agency and Execution revenue increased by 131% to $89.3m in 2025 (2024: $38.7m). This increase was driven by higher net commission income alongside an increase in net interest income. Commission income growth was driven by strong Equities performance in our Securities business, supported by new product launches and expansion into new markets, which increased client engagement. Net interest income was intercompany funding on the Group's Securities' Prime business.
Adjusted Profit Before Tax increased to $7.8m in 2025 (2024: loss of $6.4m), driven by the strong revenue growth outlined above, which more than offset the associated increase in costs.
Market Making revenue increased by 9% to $157.6m in 2025 (2024: $145.2m), driven by strong growth in Metals, and Securities, which more than offset softer conditions in Agriculture highlighting the resilience of our multi-asset approach in Market Making amid a mixed market backdrop in 2025, driven by rising tariffs and heightened uncertainty.
Adjusted Profit Before Tax decreased marginally to $70.4m in 2025 (2024: $71.4m) reflecting a change in revenue mix together with higher compensation and direct expenses. Consequently, margins declined from 49% in 2024 to 45% in 2025.
Hedging and Investment Solutions revenue increased by 22% to $196.8m in 2025 (2024: $161.4m), reflecting higher client activity across both Financial Products and Hedging Solutions. Financial Products revenue increased
$25.2m to $117.5m (2024: $92.3m), driven by strong performance in structured products (equities, fixed income and digital assets). Hedging Solutions revenue increased $10.1m to $79.3m (2024: $69.2m), reflecting growth in client volumes and expansion of the hedging client base.
Adjusted Profit Before Tax increased by 15% to $67.1m in 2025 (2024: $58.5m), reflecting strong revenue growth across both Financial Products and Hedging Solutions.
Corporate revenue increased to $38.1m in 2025 (2024: $17.5m). Adjusted Loss Before Tax increased to $213.0m in 2025 (2024: $143.4m) reflecting an increase in discretionary pay linked to the performance of the Company, the recently completed acquisitions and continued investment across our finance, risk, technology and compliance functions as we invest in our people and systems to support the Group's future growth.
Balance sheet
2025
2024
Change
$'m
$'m
$'m
Cash & Liquid Assets1
2,138.5
1,894.4
244.1
Trade Receivables
8,555.7
2,295.3
6,260.4
Reverse Repo and Stock Borrows
582.9
108.0
474.9
Securities2
447.9
231.8
216.1
Derivative Instruments
2,100.3
1,055.8
1,044.5
Other Assets3
334.6
64.0
270.6
Total Assets
14,159.9
5,649.3
8,510.6
Trade Payables
6,877.4
2,561.4
4,316.0
Repurchase Agreements and Stock Loans
2,501.2
349.2
2,152.0
Debt Securities
2,512.0
1,478.2
1,033.8
Derivative Instruments
1,778.7
765.9
1,012.8
Other Liabilities4
51.0
51.2
(0.2)
Total Liabilities
13,720.3
5,205.9
8,514.4
Total Equity
439.6
443.4
(3.8)
Cash and Liquid Assets are cash and cash equivalents, treasury instruments (pledged as collateral and unpledged) and fixed income securities.
Securities assets are equity instruments (unpledged).
Other Assets are goodwill, property, plant and equipment, intangible assets, inventory, corporate income tax receivable, deferred tax asset, investments and investment in subsidiaries.
Other Liabilities are the Subordinated loan payable and short securities.
Total Assets increased from $5.6bn at 31 December 2024 to $14.2bn at 31 December 2025, primarily driven by increases in Trade Receivables (from $2.3bn to $8.6bn) and Derivative Instruments (from $1.1bn to $2.1bn).
The increase in Trade Receivables was mainly due to the transfer of the Prime business, previously held by MPSL (see Note 6), with the remaining growth attributable to higher counterparty balances in Hedging and Investment Solutions and Clearing.
Total Liabilities increased from $5.2bn at 31 December 2024 to $13.7bn at 31 December 2025, driven by increased Trade Payables of $4.3bn, increased Repurchase Agreements and Stock Loans of $2.2bn and increased Derivative Instruments and Debt Securities of $1.0bn each respectively. Increased Trade Payables was due to the transfer of the UK Prime business, as noted above.
Total Equity fell by $3.8m in 2025 (2024: increased by $3.1m), mainly due to the payment of a dividend of $40m during the year (2024: $nil) only being partially offset by the profit after tax for the year of $22.8m and gains on hedging instruments (net of tax) of $14m (2024: loss of $8.9m).
The Company's liquid resources increased by $161.9m from $1,763.2m in 2024 to $1,925.1m at 31 December 2025 (see below).
A prudent approach to capital and liquidity and commitment to maintaining the Company's investment grade credit rating are core principles which underpin the successful delivery of the Company's growth strategy.
The Company's liquidity resources consist of cash and high-quality liquid assets that can be quickly converted to meet immediate and short-term obligations. The resources include non-segregated cash, short-term money market funds, unencumbered securities guaranteed by the U.S. Government, excess funds held at exchanges or brokers, and other liquid unencumbered securities post haircut. The Company also includes in its liquidity resources the undrawn portion of the Company's committed Revolving Credit Facility.
The Company has access to a $150m unsecured revolving credit facility ("RCF") with the four participant banks: Bank of China Limited, London Branch, Barclays Bank plc; HSBC Bank plc; and Industrial and Commercial Bank of China Limited (London Branch). The RCF was undrawn as at 31 December 2025 (2024: undrawn).
As at 31 December 2025, the Company's liquid resources (inclusive of the undrawn portion of the RCF) stood at
$1,925.1m (2024: $1,763.2m). The Company maintains a Liquid Asset Threshold Requirement prepared according to the principles of the UK Investment Firm Prudential Regime (IFPR). The requirement includes a liquidity stress impact calculated from a combination of systemic and idiosyncratic risk factors.
The Company's structured notes programme, issued by its Hedging and Investment Solutions business, remains an important source of liquidity. The effect of the callable features within the structured note program is monitored and dynamically updated to reflect any changes to the expected maturity profile as part of the Company liquidity monitoring framework. At year-end 2025, total debt issued by the Company was $2,512.0m including $0.9m of Tier 2 debt (2024: $1,478.2m including $7.2m of Tier 2 debt).
The Company is regulated by the Financial Conduct Authority ('FCA') as a MIFIDPRU investment firm under the Investment Firm Prudential Regime ('IFPR'). The minimum capital requirement as at 31 December 2025 was determined by the Own Funds Threshold Requirement ('OFTR') based on the Company assessment included within the Internal Capital Adequacy and Risk Assessment ('ICARA') process.
The Company is in compliance with the regulatory requirements and is appropriately capitalised relative to the minimum requirements as set by the FCA. The Company maintained a capital surplus over its regulatory requirement at all times.
Maintaining a prudent approach to capital and liquidity in order to maintain an investment grade credit rating are core principles which underpin the successful delivery of the growth strategy. The Company manages its capital structure in order to comply with regulatory requirements, ensuring its capital base is adequate to cover the risks inherent in the business and to maximise shareholder value through the strategic deployment of capital. The Company's business model assessment, business and capital forecasting, stress testing and recovery planning are a part of the ICARA process.
At 31 December 2025 the Company had a total capital ratio of 232% (2024: 277%). The decrease in the total capital ratio resulted from the increase in the OFTR which was driven by Internal Capital Assessment.
The following table summarises the Firm's capital adequacy position at the year end.
2025
$m
2024
$m
Core equity Tier 1 capital 412.7
410.1
Tier 2 Capital 49.9
51.2
Total Capital resources1 462.6
461.3
K-factor requirement 195.8
143.0
Own Funds Requirement2 199.0
166.3
Total capital ratio3 232%
277%
Total capital resources include unaudited results for the financial year
Own Funds Requirement presented as Own Funds Threshold Requirement based on the latest ICARA process
The ratio expresses the Group's total capital as a percentage of Own Funds Requirement
The K-factor requirement reflects assessment of market, credit and operational risk for the Company's operations as defined by the IFPR regulations and consist of: K-NPR (Net Position Risk); K-TCD (Trading Counterparty Default); K-CMH (Client Money Held); K-COH (Client Orders Handled); and K-DTF (Daily Trading Flow).
K-NPR is the market risk arising from the open positions held by the Company at the end of day. K-TCD measures the counterparty risk in the trading book exposures when dealing on own account. K-CMH, K-COH, and K-DTF are calculated based on the daily average client money held, daily average notional of client orders, and daily average notional of transactions executed in the Company's name. The Company's OFTR is determined and included within the ICARA process.
Risk management at a Company level is performed by the Internal Capital Adequacy and Risk Assessment ('ICARA') process and the Company places reliance on the Group's centralised risk management framework and function for the identification, assessment, monitoring, and oversight of risks.
Risk management is central to delivering our strategic priorities while ensuring long-term sustainability and strong corporate governance. The business strategy and risk appetite are closely aligned and guide decision-making across the Group, setting clear boundaries that support the effective execution of strategy, the prudent management of capital and the efficient use of liquidity.
To ensure that effective risk management practices are embedded, the Group has maintained a comprehensive risk management governance structure that sets out the control mechanism and processes for identifying, measuring, assessing, monitoring, controlling and reporting our key and emerging risks. This structure is anchored in the Group's Enterprise-Wide Risk Management ("EWRM") framework, which is supported by our people, processes and systems. Together, they provide the foundations and organisational architecture for implementing, maintaining and continuously enhancing risk management practices across the Group which includes the Company.
Risk appetite
The Group's comfort in risk taking is set by the Group's Board which defines the risk boundaries in which business and management operate.
The Group's risk appetite is underpinned by a suite of quantitative and qualitative measures that assess both current and stressed performance of the business against clearly defined risk appetite statements.
These measures are monitored on a regular basis to identify trends or any deterioration in the Group's risk posture. Where indicators move outside of, or close to, established limits, management is promptly alerted so that timely actions can be taken to restore the risk posture to within acceptable risk levels.
Consistent with the Group's risk management framework, this structured approach enables the Group Board, its Committees and Executive Management to evaluate and discuss the nature and extent of the risks inherent in executing the Group's strategic objectives. It ensures that risk considerations remain embedded in decision-making and that the Group continues to operate in a safe, controlled and well-governed environment.
Stress and Scenario analysis
As part of the risk management process and in alignment with UK regulatory requirements set by the Financial Conduct Authority, we perform regular stress tests and scenario analysis to assess the adequacy, composition and distribution of financial and capital resources required to address the key risks we are exposed to.
These assessments consider not only the capital and liquidity required to absorb potential losses under severe but plausible scenarios, but also the potential harm that our operations could pose to our clients and the markets in which we operate. This ensures our approach is resilient and reflects our broader responsibilities to stakeholders.
By evaluating performance under a range of extreme yet credible scenarios, we gain a clearer understanding of the Group's ability to withstand periods of stress or large-scale disruptive events. The insights from this analysis support proactive contingency planning and, where necessary, recalibration of our risk appetite to ensure the business remains robust, well-capitalised and resilient.
The risk framework provides a consistent and unified approach to identifying, assessing, and managing risks across the Group, including the Company. The Group Board has ultimate responsibility for ensuring that the Group and the Company operates within an effective and appropriate risk governance framework. It maintains oversight of all subsidiaries while recognising the regulatory responsibilities applicable to local boards.
Subsidiaries may develop risk approaches tailored to their specific business activities, provided these remain aligned with the principles and expectations set at Group level. This alignment ensures consistency across the Group with its entities and subsidiaries.
This structure ensures that all separate legal entities are treated collectively for the purposes of risk identification, assessment, communication, and reporting, so the Group has a holistic view of risk.
The Group's robust governance and assurance structure facilitates the escalation and reporting of risk - bottom-up, by business units to the various Committees and Group Board - whilst also ensuring effective channels to cascade risk approved policies and information - top-down, from the Group Board to the business units.
The framework is underpinned by a Three Lines of Defence model, as illustrated in the figure below, which clearly delineates roles and responsibilities for risk ownership, oversight, and independent assurance.
Day-to-day management of risk sits with the business units and support functions. They are responsible for understanding and adhering to the risk and control environment. Front line employees must consider the risk/ reward trade-off in the short and long term and must ensure compliance with all risk policies and limits. The first line is responsible for the ongoing identification, assessment, monitoring and reporting of risk exposures and events.
The Group's Internal control function, which includes Risk Management, Financial Crime and Compliance. These teams provide independent risk oversight and challenge to the first line, and supervision of the operation of the risk control framework. The second line of defence is also responsible for formulating and maintaining risk frameworks, policies and risk reporting, in addition to managing risks relating to compliance and financial crime.
The Group's Internal Audit carries out an annual program of risk-based audits covering all aspects of first-and second-line risk management and risk control activities. The conclusions of each risk-based audit are reported to all three lines of defence. Internal Audit action plans are tracked through the Audit and Compliance Committee to ensure that resolutions are reached within the indicated timescales. Business units are accountable for identification, management, and escalation of risk in their area, supported by Risk Management and Internal Audit for guidance, oversight and supervision.
The Group-wide business strategy is aligned with the Group's risk appetite, which guides business activities and informs management's risk-taking decisions. This alignment ensures that appropriate structures and processes are in place to identify and respond to material risks within the boundaries set by the Group Board.
The Group's risk appetite statements, defined for each risk type, are further articulated and translated into specific risk triggers, limits, and exposure measures. These are reviewed regularly by management to ensure that the business operates within an acceptable level of risk and remain consistent with the Group Board-approved appetite.
Risk Appetite and tolerance across key risk types, including Credit, Market, Operational, Capital and Liquidity risks are monitored as part of daily business activities. Any breaches of early warning triggers are promptly reported to management to enable timely oversight and corrective actions.
A high-level summary of the key risk roles and responsibilities is included in the table below:
Role
Responsibilities
Board of Directors
Sets risk appetite and reviews and challenges risk strategies, risk management and control framework, key risk limits and high-level risk policies. Oversees business plan and risk management strategy.
Group Executive Committee
Chaired by the CEO, considers decisions relating to risk and initiates appropriate actions following Board, Risk Committee and Audit and Compliance Committee meetings. Monitors, reviews and challenges overall risk profile and capital position of the business and ensures appropriate actions are taken to ensure risks are managed within the parameters and appetite set by the Board.
Enables efficient and effective governance of significant risks and related opportunities to the Group.
As a member of the Executive Committee, guides the Committee and Board on the formulation of risk appetite, strategies, policies, delegated authorities, and limit structures for the management of risks.
Chief Risk Officer
Global Head of Risk
As a member of the Global Leadership Team, supports the design and implementation of good risk governance across the Group and, in coordination with the Chief Risk Officer, advises Committee and Board on risk management strategies.
Risk Committee
Provides advice to the Group Board on the Group's current risk exposures and future risk strategies, the embedding and maintenance throughout the Group of a supportive culture in relation to the management of risk and the establishment of prescriptive rules and procedures in relation to risk.
Oversight of risk when approving and monitoring limits on risk exposures and concentration across the business.
Monitors the operational effectiveness of policies and internal control systems. Approves, monitors, and challenges the frequency, scope and performance of Risk Management considering risk exposures.
Audit and Compliance Committee
Remuneration Committee
Recommends to the Board the Group policies, practices and procedures related to employee remuneration, ensuring they encourage responsible business conduct, are consistent with, and promote sound and effective, risk management, promote risk awareness and prudent risk-taking.
Business Heads, Division and Functional Leads
Implement the EWRM framework, embedding its principles within all policies, frameworks and procedures under their remit supporting the establishment of a risk-aware culture within the Group.
The Group's risk management process aims to provide a consistent methodology to the Group to effectively manage the risk we face.
The Group has a defined Risk Classification Model (RCM) that provides a common risk language, and a consistent basis for the identification of risk. This approach allows us to have a common frame of reference when we communicate risk information while we continue our efforts to standardise reporting across the group and across our regions. This categorization model forms an integral part of the EWRM Framework and is effectively linked to our risk appetite methodology.
The key steps as part of this component are:
Identification and assessment:
The Group identifies and assesses material risks to which it may be exposed in the process of delivering its Business Strategy. This risk assessment forms the basis of identifying where it may be appropriate to implement risk controls across the business.
Response and Mitigation
Key risks identified in the RCM are consistently analysed and measured in accordance with approved policies and processes. The specific measure of risk is dependent upon the risk and multiple measures may be used to provide a comprehensive view given potential shortcomings in individual methodologies. Key business controls and procedures are implemented to mitigate the risks highlighted by the risk assessment.
Monitoring and Reporting
An important part of the risk management remit is regular and appropriate monitoring and reporting. In line with the governance structure in place, periodic reporting and risk analysis is presented to the relevant governing bodies as well as the relevant risk-takers, including the Group Board, Risk Committee, Executive Board, and senior management. Specific details on calibration and implementation of individual measures and controls are detailed within the relevant policies and procedures for the control and business area.
The flow of information and communication across the Group relating to the management of risk and the effectiveness of the control framework within the risk governance structure is an important component of the framework. There is regular reporting on the performance and effectiveness of risk metrics and formalized management information relating to the risks inherent to the business. The escalation procedures for raising significant issues with managers and supervisors are clear and well embedded across the Group.
Reporting requirements include monitoring the ongoing adequacy and effectiveness of the control framework, taking account of the trends and frequency of breaches of the control framework recorded on the risk register. Inherent risks and mitigating controls are assessed during the Risk and Control Self-Assessment ('RCSA') process.
The Group recognises that for risk management to be effective, it needs to be coordinated and embedded across the Group. The Group continuously strive to integrate our risk management efforts with other relevant strategic decision-making processes. As an example of this, The Group's risk department continuously interacts, liaise with and is coordinated with the activities undertaken by the Compliance, Internal Audit, Strategy and Planning, Business Resilience, and Sustainability teams and contributes to feed and challenge the ICARA process which is separately performed by the Group and the Company.
Risk management also plays a crucial role when acquiring and incorporating a new company into Group activities. The Group has a structured process in place to ensure that acquisition and integration activities are executed in a controlled and structured manner and inherent risks of the target company are understood and managed.
Measured risk-taking, and effective risk management are fundamental to our core values - the tone from the top in relation to the organisational culture and attitude to risk informs the behavior of our colleagues towards risk-taking activities. We believe that risk management is the responsibility of all employees and this is why we have reflected risk into our appraisal and remuneration processes. Training and development also plays a critical role for supporting and reinforcing a positive risk-aware culture across the organization.
Through the Marex Academy, in which we continue to invest, employees have access to a broad range of online and in-person programs covering professional development, technology and specialized courses on our products and services.
To monitor and strengthen our risk culture, selected risk behaviors are measured and tracked through our periodic Engagement Survey. The insights gained help us understand how our risk culture is evolving and inform the initiatives and interventions to take forward.
The Group's Risk Characterisation Model, (RCM), considers a range of risks the Group and the Company face. The RCM is reviewed on an ongoing basis and formally on an annual basis. Key business controls and procedures are implemented to mitigate the risks highlighted by the risk assessment.
Risk Trend Mitigation
We operate and deal with a range of clients from institutional investors and financial services firms to energy distributors, commodity producers. and other corporate hedging clients. Where any of our clients, counterparties or distributors fail to perform their contractual obligations we may incur a loss.
The Group defines liquidity risk as the risk of not being able to meet current and future cash flow and collateral needs without undue cost or adverse impact on the Group's financial standing. Liquidity risk may be driven by systemic (market-driven) factors, which may be driven in turn by the broader macroeconomic environment, and idiosyncratic factors specific to Marex.
We manage and control credit risk using a structured framework of limits, governance and controls, which keep credit exposures within risk appetite while allowing business expansion and diversification. In addition, Group Risk Management supports business decision-making and the proactive identification of any new risks.
Management of Liquidity Risk is embedded in the Group's overall risk management framework. The Group Treasury function has primary responsibility for liquidity management with independent oversight from Group Risk Management. Policies and procedures relating to liquidity management are maintained and implemented at the Group level and at material operating entity level.
Risk Trend Mitigation
We deploy a broad suite of technology solutions, comprising internally developed systems and products sourced from established industry providers. Within this technology environment, we have identified three principal areas of risk. First, we face the risk of technology failure, whereby key systems or platforms may experience disruption or downtime due to misconfiguration, insufficient scalability, or limitations in supporting the size and complexity of our operations, with the potential impact of such failures being exacerbated by weaknesses in incident detection, escalation, response, or recovery processes. Second, our evolving and increasingly complex IT architecture presents heightened risk exposure. As we expand the business and product lines, the introduction of additional systems and interdependencies increases complexity across trade flows and the wider technology estate, which may also complicate effective incident management and coordination across systems, teams, and third-party providers. Third, we remain exposed to cyber threats, which continue to grow in sophistication, frequency, and potential impact, including social engineering techniques such as phishing, impersonation, and manipulation of employees or third-party service providers that exploit human behavior rather than technical vulnerabilities
Our long-term technology requirements are addressed through a clearly defined technology strategy that guides investment, modernization, and the development of resilient platforms and applications. This strategy is complemented by an operational resilience and business continuity framework designed to ensure the ongoing availability, reliability, and recoverability of our critical systems, and by formal incident management processes covering incident detection, escalation, response coordination, and post-incident recovery and review. . Cybersecurity risk forms an integral component of the Group's Board oversight responsibilities, with specific oversight of technology and cyber risk delegated to the Group Risk Committee. The Committee monitors management's execution of the Group's cybersecurity risk management program and incident management capabilities and assesses the adequacy of the controls in place. Our policies and control standards are aligned with ISO 27001, and our cyber risk assessment framework is based on the National Institute of Standards and Technology (NIST), including controls relating to security incident handling and response.
Risk Trend Mitigation
Ensuring that suppliers operate in accordance with Group policies, standards, and control requirements remains a fundamental priority. Inadequate oversight or underperformance by critical suppliers, including those on which the Group becomes increasingly dependent, could impair our ability to serve clients effectively, disrupt operational continuity, or lead to noncompliance with regulatory expectations.
As the Group continues to grow and expand its activities, our exposure to operational risks across the broking lifecycle is increasing. These risks may arise at multiple stages of the transaction process, including the execution and arrangement of trades, where errors in booking, closing out positions, or compensating clients could result in financial loss. Operational risks also persist during downstream processes such as clearing, settlement, and invoicing, where failures or delays may impact client outcomes or overall process integrity.
The skills, experience, and engagement of our colleagues are fundamental to the successful execution of our strategy and the delivery of high-quality service to our clients. The loss of key talent in critical functions - particularly in the absence of robust succession planning for senior management roles - poses a material risk to the Group's ability to sustain growth, maintain operational effectiveness, and achieve strategic objectives.
Failure to attract, develop, and retain critical talent could adversely affect performance, continuity, and the successful delivery of our business plans.
Marex is committed to establishing and maintaining strong, transparent, and mutually beneficial relationships with its suppliers. To support this, we have continued to enhance our Supplier Management Function, including the development and implementation of a comprehensive
Supplier Management Policy, supporting procedures, and a Supplier Code of Conduct, all of which have been reviewed, endorsed, and approved by the Material Outsourcing Committee, a sub-committee of the Group Executive Committee.
Marex is committed to continuously strengthening its internal control environment across all stages of the broking lifecycle. Our broking operations are supported by a comprehensive control framework designed to ensure the accuracy, integrity, and completeness of trade activity. This framework is reinforced through periodic oversight and assurance performed by our second and third lines of defence.
We invest significant time and resources in fostering an engaging, inclusive, and rewarding work environment that supports the retention of key talent across the Group. Talent, culture, and workforce planning are regular agenda items for the leadership team, the Group Executive Committee, the Management Executive Committee, and the Board. Senior leaders maintain active dialog with colleagues throughout the year to remain closely connected to organizational sentiment and emerging people-related risks. To inform decision-making, we conduct an annual Group-wide engagement survey, undertake periodic business-level reviews, and analyze leaver data and exit feedback to identify trends, opportunities, and areas for improvement. Insights from these activities support targeted actions to strengthen our People agenda.
Risk Trend Mitigation
While transitioning towards a more sustainable economy, we may fail to anticipate and adequately respond to physical and transition threats and opportunities, which may lead to a decline in revenues and/or market share, as well as regulatory and financial impact to the Group. Failure to articulate and manage our exposure to climate-related risks may compromise our reputation and profitability, not meeting our stakeholder and investors' expectations.
While performing our business activities our employees, visitors, other parties or the environment may be adversely affected.
We continue to strengthen our sustainability framework to mitigate climate-related risks and enhance regulatory resilience. In 2025, sustainability disclosures are
integrated into the Annual Report and Accounts, improving governance, consistency and oversight. This year we have realigned our strategy to an industry-standard ESG framework, with enhanced KPIs supporting effective monitoring of climate-related performance.
As outlined in our Climate Financial Disclosures (CFD) Statement, our key indicators are our Scope 1 & 2 emissions. The Group's Scope 1 & 2 Greenhouse Gas emissions are reviewed by the Climate Change Steering Group, the Sustainability Committee and the Audit and Compliance Committee.
In response to an evolving regulatory environment, we are advancing compliance readiness through improved Scope 3 emissions calculation, pilot quantitative climate risk assessments, and the development of a more tailored net zero strategy, with processes embedded into business-as-usual activities.
We recognize that effective management of health and safety risks is fundamental to the continuity of our operations and a core statutory obligation. Health and safety risks arising from all work activities are managed through a structured global Health and Safety Program, supported by defined policies and minimum standards. Oversight of health and safety performance is provided by the Group Health and Safety Committee, which regularly reviews incident trends, key risk indicators and compliance with applicable legal and regulatory requirements. The Group's Health and Safety Policy is reviewed periodically to reflect changes in operational activities, evolving legislation and emerging best practice, with the objective of maintaining a safe and healthy working environment and driving continuous improvement in health and safety performance.
Risk Trend Mitigation
As the Group continues to grow and diversify, the regulatory standards and supervisory expectations to which we are held are also increasing. Expansion into new markets exposes the Group to more complex and evolving regulatory landscapes, each with distinct requirements, heightened scrutiny, and varying supervisory approaches. This elevates the risk of regulatory challenge, increases the operational burden of maintaining compliance, and raises the potential for inconsistencies in meeting local expectations. At a macro level, rising geopolitical and regulatory fragmentation is contributing to greater divergence across global regulatory regimes. This environment places additional pressure on the Group to interpret, implement, and evidence compliance with multiple rules and standards. Collectively, these factors amplify the regulatory risk landscape the Group faces as it expands into new jurisdictions and grows the scale, sophistication, and footprint of its operations.
We maintain a proactive and structured approach to identifying and managing regulatory risk across the Group. Our teams continuously monitor developments in the global regulatory landscape, undertaking horizon scanning to assess the potential impact of emerging rules and supervisory expectations on our business model, operating footprint, and strategic plans. This enables the Group to respond to regulatory changes in a timely and coordinated manner, and to anticipate areas where evolving requirements may constrain or reshape our activities. Oversight of the regulatory landscape is part of our governance framework. The Audit and Compliance Committee is responsible for reviewing and approving the Group's approach to identifying, assessing, monitoring, and reporting regulatory risk.
Risk Trend Mitigation
We define financial crime risk as the risk of Marex being used - whether by internal or external parties - to facilitate or enable illicit activity. This includes exposure to money laundering, fraud, bribery and corruption, tax evasion, terrorist financing, proliferation financing, and breaches of sanctions. The expansion of our product offering into more sophisticated or higher-risk markets, combined with an increasingly complex and rapidly evolving global regulatory and geopolitical environment, heightens the potential for such risks to materialize.
We apply a comprehensive, Group-wide approach to the management of financial crime and sanctions risk, supported by a consolidated Financial Crime Policy and an established prevention framework. This framework embeds clear standards, controls, and oversight mechanisms across all
aligned with the Financial Action Task Force (FATF) recommendations and applicable regulatory requirements.
The global operating environment is expected to remain volatile, shaped by persistent geopolitical tensions, uncertain macroeconomic conditions, and accelerating technological competition, including increased investments in sovereign AI. These forces are likely to continue to reshape market structures, regulatory expectations, and risk profiles across the financial services sector.
In this context, organisations are increasingly required to anticipate and embed emerging risk scenarios into strategic planning and execution to support resilience and agility. As a growing global organisation with an expanding international footprint, the Company will continue to operate within this complex and evolving risk landscape. The Company remains focused on maintaining strategic flexibility while further strengthening its risk management, governance, and control frameworks to support sustainable growth and the delivery of our ambitions.
Geopolitical instability is likely to remain elevated, with ongoing armed conflicts, including in the Middle East and Ukraine, alongside fragile and uncertain peace processes, and continued humanitarian and political crises in regions such as Gaza and Sudan. Further periods of internal unrest in a number of jurisdictions may give rise to political instability, changes in government, and episodic escalations between long-standing regional rivals.
For the Company, these developments may have implications for the Company's energy business, particularly where client activities are sensitive to geopolitical developments and market volatility. Heightened geopolitical risk could also affect client behaviour, counterparty risk profiles and margin requirements, particularly for clients operating in, or exposed to, affected regions.
In parallel, the global economic environment may continue to fragment, with increasing divergence across regulatory regimes and policy frameworks. Shifting political priorities and evolving regulatory approaches may add complexity to our cross-border operations, including the provision of services through our international offices and regulated entities. These dynamics may be most pronounced in emerging markets, where regulatory uncertainty, restrictions on market access or changes in local market infrastructure could constrain growth opportunities and increase the operational and compliance burden associated with executing the Group's long-term strategy.
Economic uncertainty may remain elevated, with tariff measures introduced following the transition in the U.S. Administration continuing to disrupt global trade flows and heighten tensions between major trading partners. Sustained tariff regimes could contribute to heightened market volatility, increased fragmentation across global commodity markets and persistent regional price divergences.
For the Company, these conditions may affect client activities across its energy business, while influencing counterparty risk profiles and margin requirements. Weaker global growth may place downward pressure on demand-sensitive commodities, and ongoing supply chain disruption and protectionist policies could increase operating costs, reduce market efficiency and constrain liquidity. Taken together, these dynamics may amplify economic uncertainty, complicate investment and hedging decisions, and present challenges to growth, particularly in highly interconnected global markets and emerging economies. These factors therefore remain a key consideration in the Group's assessment of market, credit and liquidity risks, and inform its approach to capital deployment and strategic planning.
All business decisions are guided by the Group's strategic objectives, including a disciplined and structured approach to mergers and acquisitions. As the business continues to grow, it is essential that both organic investment and M&A activity are assessed within the context of a rapidly evolving market environment to ensure capital is deployed effectively.
There is a risk that an imbalance in investment strategy, whether across organic growth initiatives, acquisitions, efficiency programmes, or resilience-building investments, could reduce our ability to respond to changing conditions. In particular, insufficient consideration of integration complexity, execution risk, or long-term resilience in the context of M&A activity could constrain adaptability and strategic flexibility.
If not appropriately managed, these factors may impair Marex's ability to deliver sustainable performance across its business segments and to realise the intended strategic and financial benefits of its investment and acquisition strategy.
The increasing use of advanced technologies, including algorithmic trading, blockchain, and artificial intelligence (AI), as well as the expansion of our business activities into additional technology-enabled services such as payments, has enhanced organisational capability but also heightened exposure to cyber conflict and technology-enabled fraud. In the context of elevated geopolitical tensions, cyber activity is increasingly used as a means of disruption, with ransomware, denial-of-service attacks, and data compromise representing persistent threats across the financial services sector.
Operating in a high-value, time-critical environment, Marex remains exposed to cyber-enabled disruption affecting critical systems, transaction processing activities, data confidentiality, integrity, and operational continuity. These risks are enterprise-wide and could adversely impact operational resilience, regulatory compliance, and reputation.
Marex continues to strengthen its cyber security and control environment, including measures to protect sensitive data, enhance system resilience, and support the secure operation of technology-enabled services, and detect and respond to cyber threats, to maintain the integrity and availability of its critical services.
The directors of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the requirements of Section 172 (1) (a) to (f) of the Companies Act 2006 as set out below. The Directors recognise the importance of stakeholder engagement and its contribution to the success of the Company and their interests are taken into consideration by the Directors during Board discussions and decision-making. This report sets out how the Directors have met these responsibilities during the financial year.
the likely consequences of any decision in the long term
Strategy, risk and financial and operational resilience of the Company are managed at a Group level. The Group Board held its annual 'Strategy Day' in January 2025. At this meeting, the overarching strategy of the Group was reviewed, past growth analysed and future plans discussed. The discussions on strategy included diversification and growth, with a focus on each of the Group's services and markets; developing the Group's technology platforms; and acquisitions. Each of these areas, directly or indirectly, impact the Company. The Group Board also discussed and considered the development and risks associated with the Digital Assets business and expansion of the Environmentals business. The Group Board continues to identify opportunities for innovation, creativity and ambition, and to evolve and diversify the Group (and accordingly the Company) in line with agreed risk appetite and long-term strategy. This was particularly evidenced in 2025 by a number of strategic acquisitions which have expanded the size of the Group, its employees and locations, and have both added to, and enhanced, its product set.
During the year, the Board considered the likely long-term consequences of its decisions, with a particular focus on the Company's financial resilience, regulatory compliance and strategic alignment. In approving the Company's Internal Capital and Risk Assessment, the directors considered regulatory capital and liquidity requirements, challenged the methodologies used to assess internal capital and liquidity needs, and reviewed the appropriateness of stress and reverse stress testing scenarios.
The Board also reviewed the Company's operational resilience self-assessment, assessed proposed impact tolerances and noted improved resilience compared with the prior year, reflecting enhanced controls and measures.
In addition, as part of its ongoing consideration of the Company's long-term strategy and alignment with the Group, the Board approved the acquisition of the business operations and assets of Marex Prime Services Limited.
the interests of the Company's employees
The Directors continued to support the Group's annual employee engagement survey, which was undertaken in July 2025. The number of respondents increased year-on-year with over 80% of employees completing the survey. The overall scores were mostly consistent with the previous year, suggesting that the Group's strengths have been preserved throughout significant change. 2025 saw the second year of the Group's Graduate Programme offering opportunities in both the UK and US offices, augmenting the Group's pipeline of talent. Management, supported by the Group Board, will continue to focus on building a strong Group with increasingly satisfied employees, and on maintaining high levels of engagement following the recent acquisitions, directly benefiting the Company.
Further details of the Group Board's approach to remuneration, to leadership and how these cascade throughout the business to the workforce and employee engagement, can be found in the Corporate Governance Report in Marex Group plc's Annual Report.
the need to foster the Company's business relationships with suppliers, customers and others
The Group Board is key in promoting the Group's cultural values, ensuring they are understood by all and embedded into the fabric of the Group, its actions, how it conducts business, and how it supports appropriate behaviours. This ensures that good business relationships are maintained with the Company's clients. On a daily basis, the Company's brokers and market makers engage directly with clients, while management strengthens relationships by regularly interacting with senior executives of clients, fostering even deeper connections.
The Directors are committed to ensuring high standards are met when it comes to supplier relationships; as such, all suppliers are required to meet the Marex Supplier Code of Conduct and abide by both relevant national and international standards, including those set out by the International Labour Organisation, the UK Bribery Act 2010 and the UK Equality Act 2010.
The Group's Modern Slavery and Human Trafficking Statement (covering the Company) sets out the commitment of the Directors to their corporate responsibility and to maintaining a culture within which ethical behaviour is promoted, in addition to setting out the steps taken to minimise the risk of modern slavery existing in the Group's business or supply chains. The Company, together with the Group Board, recognises' the financial regulators across the globe as key stakeholders and senior management regularly engage with, and maintain open dialogue with, the regulators in each of the jurisdictions where the Company and the Group operate, ensuring continuing compliance with regulatory requirements.
the impact of the Company's operations on the community and the environment
The Group Board acknowledges its responsibility to minimise the impact of the business on the community and the environment. The Directors continue to support the Group's focus on ESG, which includes activities in the biofuels, renewable energy certificates, emissions futures and options, environmental consulting services; and the Group has also launched an online marketplace for clean energy tax credits. The Directors remain committed to the Group's carbon sequestration project with Oxford University spin-off OxCarbon and The Global Mangrove Trust; and the Group continued to maintain its carbon neutral status (using carbon offsets) in 2025.
Further detail of the Group's approach can be found in the Sustainability Report in Marex Group plc's Annual Report. In addition, supported by the Directors, the Group's (and therefore the Company's) approach to taxation is one of transparency and disclosure, paying its fair share of tax, ensuring a cooperative approach to working with tax authorities, no aggressive tax planning, and alignment with best market practices.
the desirability of the Company maintaining a reputation for high standards of business conduct
The Directors understand the importance of promoting the Group's cultural values, ensuring they are understood by all and embedded into the fabric of the Group, its actions, how it conducts business, and how it supports appropriate behaviours. These are as follows:
Integrity: We pride ourselves on our honesty and high ethical standards. We apply these values when working with all clients, colleagues and other stakeholders.
Respect: Our people and clients are at the heart of our business. We always act respectfully and treat people fairly in everything we do.
Developing our people: Our people are the basis of our competitive advantage. We look to 'grow our own' and make Marex the place ambitious, hardworking and talented people choose to build their career.
Adaptable and nimble: We are proactive. We embrace change as markets evolve to constantly increase our efficiency and create innovative solutions for our clients.
Collaborative: By working together across the organisation, we foster teamwork, can better respond to challenges and successfully deliver for our clients.
the need to act fairly as between members of the Company
As a wholly owned subsidiary of Marex Group plc, the shareholders interests are represented by the Directors, one of whom also serves on the Group Board and therefore responsible for setting the direction of the Group as a whole. The Company is satisfied that the actions taken by the Group align to the Company's objective to promote the success of the Company.
Authorised and approved by the Board
R Irvin Director
27 April 2026
The Directors present their report and audited financial statements of Marex Financial (the 'Company' or the 'Firm') for the year ended 31 December 2025. The Company is a private unlimited company and a subsidiary of Marex Group plc (collectively 'Marex', or the 'Group').
The following Directors have held office throughout the year and to the date of this report, except where noted:
S J van den Born R Irvin
P R Tonucci
Each Director is indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by them in the proper exercise of their duties. Directors who have resigned during the year also benefit from the same indemnity arrangement. In addition, the Directors are covered by an insurance policy.
Each of the persons, who is a Director at the date of approval of this report, confirms that:
so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware; and
that they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
The following foreign exchange rates have been used in the preparation of these financial statements:
2025
2024
Average
Year end
Average
Year end
rate
rate
rate
rate
GBP / USD
1.3187
1.3476
1.2780
1.2525
EUR / USD
1.1298
1.1741
1.0818
1.0358
The Company's business activities and financial position, the factors likely to affect its future development and performance, its objectives and policies in managing the financial risks to which it is exposed and its capital, are discussed in the Strategic Report. The Company's regulatory capital resources, significant developments in 2025 and anticipated future developments are detailed in the liquidity and regulatory capital sections on pages 9 and 10.
This section also describes the Company's funding and liquidity profile, including changes in key metrics and the build up of liquidity reserves. As detailed in Note 3(c) of the accounting policies, it is concluded that the Group and Company have adequate resources to continue to operate for the foreseeable future and for at least twelve months from the date of signing of the statements of financial position and confirm that the Group and Company can operate as a going concern. It is for this reason that the Directors continue to prepare the financial statements on a going concern basis.
Events since the statement of financial position date are disclosed in Note 35.
As at 31 December 2025, the Company had a branch in Israel and a Foreign Company registration in Australia.
Dividends of $40 million were paid during the year ended 31 December 2025 (2024: $nil).
Financial risk management objectives are included in the Strategic Report.
The directors consider that the year-end financial position of the Company was satisfactory. No significant change to the Company's principal business activities is currently expected.
The Company produces commodity research across Energy, Agriculture Base Metals and Ferrous Metals markets and has developed key partnerships in this field.
The Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through formal and informal meetings and the Group website.
Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.
In accordance with the Reporting on Payment Practices and Performance Regulations 2017, the Company submits biannual reports on payment practices and performance to the Department for Business, Energy and Industrial Strategy. The average time taken to make payments from the Company under qualifying contracts was 21 days (2024: 21 days). Relationships with suppliers, customers and others are not managed at company level, as the directors of the Company's immediate parent manage the operations of Marex on a Group-wide basis. Further statements regarding how the Group's relationships with suppliers, customers and others are managed, are contained in the Marex Group plc Annual Report (which does not form part of this report and is available on the Group's website).
Greenhouse gas emission estimates are produced for the Group as a whole and are contained in the Annual Report of Marex Group plc, which does not form part of this report.
The Company is exempt from separately providing a Climate-related Financial Disclosure ('CFD') Statement, as this information is included in the disclosures of its parent entity, Marex Group plc. Further information on the Group's CFD disclosures can be found within the Sustainability Report of Marex Group plc's Annual Report and in the Group's CFD Statement within the Group's Strategic Report.
The Company's parent, Marex Group plc (the 'Group'), is listed on the Nasdaq Global Select Market and complies with the corporate governance rules generally applicable to U.S. domestic companies listed on Nasdaq, subject to certain exemptions available to foreign private issuers, as set out in the Group's Annual Report.
The Group Board is the ultimate governing body of Marex and supported by it's Nomination and Corporate Governance Committee, plays a key role in establishing and overseeing robust governance arrangements across the Group and in promoting effective information flows and oversight. This framework supports responsible and informed decision making by ensuring that material risks, controls and strategic matters are appropriately considered at board and committee level. The Board remains satisfied that this provides a sufficiently robust overarching framework of governance standards within which the Group as a whole, including the Company, operates, and that it enables the Company to implement prudent and proportionate governance processes and procedures.
This overarching governance framework is reflected in the Group's governance policies, which are available on the Marex website. Further details on Marex Group Plc's application of its corporate governance arrangements are set out in the Group's Annual Report.
The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). In accordance with 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 Company and of the profit or loss of the Company for that period.
In preparing these financial statements, International Accounting Standard ('IAS') 1 requires Directors to:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance; and
make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Auditor
The auditor, Deloitte LLP, has expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor pursuant to sections 485 - 488 of the Companies Act 2006.
Approved by the Board and signed on its behalf by:
R Irvin Director
27 April 2026
In our opinion, the financial statements of Marex Financial (the 'Company'):
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom adopted international accounting standards and IFRS accounting standards as issued by the International Accounting Standards Board (IASB); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the income statement;
the statement of comprehensive income;
the statement of financial position;
the statement of changes in equity;
the statement of cash flows; and
the related notes 1 to 35
The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom adopted international accounting standards and IFRS accounting standards as issued by the IASB.
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 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 entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Valuation of debt securities issued
There were no significant changes to our audit approach compared with the prior year.
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 Company's ability to continue to adopt the going concern basis of accounting included:
using our knowledge of the company, the financial services industry, the financial services regulatory environment and the general economic environment, including macroeconomic pressures affecting the company's operations, to identify inherent risks in the business model and how such risks might affect the financial resources or ability to continue operations over the going concern period;
making inquiries of management about the assumptions, used in their going concern models, and assessing the reasonableness of those assumptions and of the accuracy of historical forecasts;
evaluating the company's strategic plans in light of the changing macroeconomic environment, short and longer term financial budgets, funding, liquidity and capital adequacy plans including internal stress tests;
evaluating the company's operational resilience by inspecting the crisis management and business continuity plans in place and the company's readiness to respond to catastrophic events;
evaluating the company's response and risk to recent geopolitical events and market volatility;
reviewing regulatory correspondence to assess whether there are any matters that may impact the going concern assessment; and
evaluating the company's disclosures on going concern against the requirements of IAS 1.
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 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
As disclosed in note 20, Marex Financial have issued structured notes amounting to
$2,512m as of 31 December 2025 (2024: $1,478.2m) which are designated at fair value through profit and loss. These debt securities contain substantive embedded derivatives and are accounted for at fair value. Furthermore, these debt securities include bespoke auto-callable features whose contractual payoffs are referenced to a pool of underlying assets, including equity linked notes which reference underlying stocks as well as credit linked notes with varied terms that introduce valuation complexity.
We have identified valuation of these debt securities as a key audit matter because of the complexity involved in valuation which includes multiple inputs, some of which are assessed for observability against comparable market data. This required a higher degree of judgement and an increased extent of effort, including the involvement of our valuation specialists.
We have performed the following procedures to address the risk of material misstatements in relation to valuation of structured notes:
Tested the relevant controls over the valuation of debt securities;
Involved valuation specialists to evaluate management's methodology and significant assumptions over pricing inputs, including those that lack adequate market data to support observability;
Challenged the key judgements used by management in valuation of debt securities with the aim of identifying potential management bias;
Independently recalculated the valuation of debt securities as at 31 December 2025;
Assessed the significance and observability of pricing inputs and their reasonableness in relation to valuation of debt securities; and
Tested disclosures on fair value hierarchy of these debt securities in accordance with IFRS 13.
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:
2.8% of total net assets (2024: 2.5% of total net assets)
The Company acts as one of the regulated entities within the Marex Group. The balance sheet is the key measure of financial health that is important to shareholders, therefore we determined net assets to be the most appropriate benchmark.
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.
In determining performance materiality, we considered the following factors:
The quality of the control environment and whether we were able to rely on controls;
Degree of centralisation and commonality of controls and processes;
The nature, volume and size of uncorrected misstatements arising in the previous audit and management's willingness to correct misstatements in the current period.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $0.625m (2024:
$0.665m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Our audit was scoped by obtaining an understanding of the Company and its environment, including internal control, and assessing the risks of material misstatement, our audit scope covers 99% of the Company's total assets and 99% of the Company's revenue in 2025. All audit procedures to respond to the risks of material misstatement was performed directly by the audit engagement team.
We obtained an understanding of both relevant business controls over key business cycles and of relevant IT systems. We involved IT specialist to test the general IT controls for all relevant systems. We did not rely on controls and further improvements are required in order for us to adopt a wider controls-reliant approach across the audit.
In planning our audit, we have considered the potential impact of climate change on the company's business and its financial statements. The company continues to develop its assessment of and response to the potential impacts of environmental, social and governance ('ESG') related risks, including climate change, as outlined in the Strategic Report on page 20.
We held discussions with management to understand the process for identifying climate-related risks, the consideration of mitigating actions and the impact on the company's financial statements which can we found in the Strategic report. Management do not expect any material climate change-related financial impact on their business. We performed our own qualitative risk assessment of the potential impact of climate change on the company's account balances and classes of transactions based on our understanding of the nature of the company's underlying operations through inquiries of management and review of the minutes and regulatory correspondence.
We read the climate-related disclosures included in the Strategic report section in the annual report and considered whether they are materially consistent with the financial statements and our knowledge obtained in the audit.
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.
As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
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: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance 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 company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;
Results of our enquiries of the directors, management, internal audit and the audit committee about their own identification and assessment of the risks of irregularities including those that are specific to the company's sector;
Any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
The matters discussed among the audit engagement team and relevant internal specialists, including tax, valuations and IT 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. 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 company 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 United Kingdom Companies Act 2006, FCA Regulation and United Kingdom 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 company's ability to operate or to avoid a material penalty.
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations. 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;
Disclaimer
Marex Group plc published this content on April 28, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 28, 2026 at 13:54 UTC.