TFS-ICAP HOLDINGS LIMITED

Company Registration Number:
04337864 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2024

Period of accounts

Start date: 1 January 2024

End date: 31 December 2024

TFS-ICAP HOLDINGS LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2024

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

TFS-ICAP HOLDINGS LIMITED

Directors' report period ended 31 December 2024

The directors present their report with the financial statements of the company for the period ended 31 December 2024

Principal activities of the company

Strategic report The Directors present their strategic report for the year ended 31 December 2024 for TFS-ICAP Holdings Limited (the “Company”). The Company is a private limited company incorporated and registered in England and Wales. The Group referenced in these financial statements includes the Company and all other entities that are controlled by the same joint venture partners. The other entities included within the Group are TFS-ICAP Limited and TFS-ICAP Currency Options Limited. TFS-ICAP Limited is the principal operating company of the Group and TFS-ICAP Currency Options Limited is dormant. Results and dividends During the year, the Company recognised a profit after taxation of £nil (2023: £nil), as shown in the statement of comprehensive income. The Directors recommend paying a final dividend of £3,650k (2023: £nil) once the dividend declared by TFS-ICAP of £3,650k is received. There were no interim dividends paid during the year (2023: £nil). Principal activities and review of the business The principal activity of the Company is to act as a non-trading holding company for the interests of TFS SA and Intercapital Ltd (part of CME group) in TFS-ICAP Limited. TFS SA and Intercapital Ltd are two of three JV partners that owns TFS-ICAP Limited along with the other entities within this Group as detailed above. Together they hold 50% of the share capital of TFS-ICAP Limited. TFS-ICAP Limited is a joint venture between TFS SA, Intercapital Ltd and Volbroker.com Ltd. These entities exercise combined control over TFS-ICAP Limited. The Company received no income and did not incur any administrative expenses for the year. The Company continued to act as a holding company and did not employ any staff during the year. The balance of shareholders’ funds remained at £10k (2023: £10k). Recent industry mergers leave a landscape with three global players across most markets. Inherently the Company views this as being of benefit as there is greater potential to pick up market share as clients choose to diversify their business. Principal risks and uncertainties The Company operates as a holding company and there is no trading activity within the business. As such, credit risk, interest rate risk and market risk are limited. Other risks TFS-ICAP Limited operates as an interdealer broker in currency options. As such it does not take any proprietary positions and acts solely as an intermediary for clients. The main risks facing the business arising out of its broking activities are predominantly operational, liquidity risk, conduct and legal and reputational risks. As it does not take proprietary positions, even on a matched principal basis, credit risk is limited to creditworthiness of counterparties when collecting revenues and interest rate risk and market risk are limited. The Group operates in a competitive environment and therefore is also subject to changes in markets or the actions of competitors. TFS-ICAP Holdings Limited 5 On behalf of the Board S Fitzpatrick Director 29 September 2025



Directors

The directors shown below have held office during the whole of the period from
1 January 2024 to 31 December 2024

Scott Fitzpatrick
John Marchese


Secretary Paul Burke

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
29 September 2025

And signed on behalf of the board by:
Name: Scott Fitzpatrick
Status: Director

TFS-ICAP HOLDINGS LIMITED

Profit And Loss Account

for the Period Ended 31 December 2024

2024 2023


£

£
Interest receivable and similar income: 33,000 39,000
Interest payable and similar charges: ( 33,000 ) ( 39,000 )
Profit(or loss) before tax: 0 0
Profit(or loss) for the financial year: 0 0

TFS-ICAP HOLDINGS LIMITED

Balance sheet

As at 31 December 2024

Notes 2024 2023


£

£
Fixed assets
Tangible assets:   0
Investments: 3 10,000 10,000
Total fixed assets: 10,000 10,000
Current assets
Debtors: 4 6,000 731,000
Total current assets: 6,000 731,000
Creditors: amounts falling due within one year: 5 ( 6,000 ) ( 31,000 )
Net current assets (liabilities): 0 700,000
Total assets less current liabilities: 10,000 710,000
Creditors: amounts falling due after more than one year: 6 ( 700,000 )
Total net assets (liabilities): 10,000 10,000
Capital and reserves
Called up share capital: 10,000 10,000
Total Shareholders' funds: 10,000 10,000

The notes form part of these financial statements

TFS-ICAP HOLDINGS LIMITED

Balance sheet statements

For the year ending 31 December 2024 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 29 September 2025
and signed on behalf of the board by:

Name: Scott Fitzpatrick
Status: Director

The notes form part of these financial statements

TFS-ICAP HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Other accounting policies

    Accounting policies Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated. Basis of preparation As permitted by FRS 102, the Company has taken advantage of the following disclosure exemptions: Key management compensation; and Related party transactions between wholly owned Company companies; The financial statements have been prepared under the historical cost and on a going concern basis. The financial statements are presented in GBP and all values are rounded to the nearest one thousand pounds (£1k), except when otherwise stated. Going concern The Directors are satisfied that the Company has adequate resources to continue to operate as a going concern for a period of at least 12 months from when the financial statements were authorised for issue. In reaching this conclusion, they have considered the current and forecast regulatory capital and liquidity positions, as well as budgets and financial models for a period covering 2025 and at least 12 months from when the financial statements were authorised for issue for both the standalone Entity as well as the entities over which it holds joint control. In addition, an assessment has been undertaken to determine any negative impact on the Company caused by the current Russian sanctions. The financial impact was deemed immaterial and the sanctions do not pose an issue to the Going Concern of the Company. Dividend income Dividend income is recognised when the Company’s right to receive payment is established. Foreign currencies The functional currency of the Company is GBP. Transactions in foreign currencies are translated at the rate ruling at the date of the transaction. Monetary assets and liabilities expressed in foreign currencies are retranslated into sterling at the rates of exchange ruling on the first day of the month in which the transactions take place. The same balances are retranslated at year end using the exchange rate ruling at the year-end date. Gains and losses on foreign exchange are included in arriving at the profit or loss before taxation. Interest income and expenses Interest income and expense are recognised on an accruals basis. Taxation The Company establishes provisions based on reasonable estimates of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date. Management estimation is required to determine the amount of deferred tax assets that can be recognised based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Income tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, income tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise income tax is recognised in the income statement. Investments - non-current Investments in subsidiaries and joint venture undertakings are held at historical cost less any applicable provision for impairment. Judgements and key sources of estimation uncertainty The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. The Company operates in a regulatory and legal environment that, by nature, has a heightened element of litigation risk inherent to its operations. As a result, the Company and its subsidiaries and joint venture undertakings may be involved in various litigation, arbitration, and regulatory investigations and proceedings arising in the ordinary course of business. When the Company can reliably measure the outflow of economic benefits in relation to a specific case and considers such outflows to be probable, the Company records a provision against the case. Where the probability of outflow is considered to be remote, or probable, but a reliable estimate cannot be made, a contingent liability is disclosed. Given the subjectivity and uncertainty of determining the probability and amount of losses, the Company takes into account a number of factors including legal advice, the stage of the matter and historical evidence from similar incidents. Significant judgement is required to conclude on these estimates Financial instruments Basic financial instruments The Company applies Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets Basic financial assets, including trade and other receivables, cash and bank balances and investments, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. These assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. These assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities Financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Offsetting Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

TFS-ICAP HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 2. Employees

    2024 2023
    Average number of employees during the period 29 29

TFS-ICAP HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

3. Fixed assets investments note

8. Company Investments – non-current 2024 2023 Company £000 £000 At cost: 1 January 10 10 31 December 10 10 The Company’s investment in the joint-venture company comprises an investment in ordinary shares of £1 each as follows: Country of Company Name incorporation

TFS-ICAP HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

4. Debtors

2024 2023
£ £
Trade debtors 6,000 31,000
Other debtors 700,000
Total 6,000 731,000

TFS-ICAP HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

5. Creditors: amounts falling due within one year note

2024 2023
£ £
Other creditors 6,000 31,000
Total 6,000 31,000

TFS-ICAP HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

6. Creditors: amounts falling due after more than one year note

  2023
  £
Other creditors 700,000
Total   700,000