The directors present the strategic report for the year ended 31 December 2024.

The Company is authorised and regulated by the Financial Conduct Authority. Its principal activity during the year was the provision of leveraged trading services, including contracts for difference (CFDs) on foreign exchange and equities, andspread betting, to retail and professional clients in the UK and, where permitted,internationally.

The Company operates within a highly regulated environment and seeks to provideresponsible market access supported by governance, client protection arrangementsand operational resilience appropriate to the nature and scale of its activities.

Business Environment and Performance

During the year, trading conditions were mixed. Periods of economic uncertainty and variable market volatility influenced client activity levels, while the regulatory environment continued to evolve.

Against this backdrop, the Company’s performance for the year remained broadly consistent with the prior year. The Board considers the outcome satisfactory in the circumstances. The Company remained adequately capitalised throughout the year and complied with applicable regulatory requirements.

Position and Outlook

The Company continues to operate on a prudent basis, with an emphasis on maintaining financial stability, appropriate controls and cost discipline, proportionate to its size and activities. The Directors consider the Company to be appropriately positioned to continue its operations over the foreseeable future.

The Directors consider that the most significant risks are operational.

Operational risk

The company is aware that there are many risks of an operational nature both internal and external, which could affect the business. A framework has been developed to identify, monitor and report on any incidences which may occur. This is a continuous process and receives an appropriate level of management attention.

The company uses a range of performance measures to monitor and manage the business effectively. These are both financial and non-financial and the most significant of these are the key performance indicators (KPI's). The key financial performance indicators are turnover, operating profit and net assets. These KPI's indicate the success of the company. The key non-financial performance indicators are client satisfaction (relating to query handling and any complaints), the number of clients and the notional volume traded by clients. With the new strategy in place, we expect to see an uplift in financial KPIs in 2025.

The Directors are mindful of their duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, most likely to promote the success of the Company for the benefit of its members as a whole.

In performing this duty during the year, the Directors had regard, amongst other matters, to:

• The long-term consequences of decisions, including the sustainability of the Company’s business model and financial position;

• The interests of employees, recognising the importance of appropriate conduct, competence and continuity within a regulated business;

• The need to foster business relationships with clients, suppliers and service providers, in a manner consistent with the Company’s regulatory obligations;

• The impact of the Company’s operations on the community and market, taking into account the nature of the Company’s activities within financial markets; and

• The desirability of maintaining a reputation for high standards of business conduct, particularly in relation to regulatory compliance and governance.

These considerations informed Board discussions and decision-making during the year.

This Strategic Report was approved by the Board of Directors on and signed on its behalf by:

The directors are responsible for preparing the annual report and the 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 Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• 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 entity'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 present their report with the financial statements of the company for the year ended 31 December 2024.

No dividends will be distributed for the year ended 31 December 2024.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has adequate net cash balances at the balance sheet date in-line with its regulatory capital adequacy requirement.

The company has no financial assets other than short-term debtors and cash at bank.

Azets Audit Services are deemed to be re-appointed as auditor of the company in accordance with an elective resolution made under section 386 of the Companies Act 1985 which continues in force under the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The company has chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out the following information in the Strategic Report, which would otherwise be required to be contained in the Report of the Directors:

- Business review and future developments

- Key performance indicators

- Principal risks and uncertainties

We have audited the financial statements of Tio Markets UK Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

Tio Markets UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 8 Devonshire Square, London, United Kingdom, EC2M 4YD. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements have been prepared under the historical costs convention and all accounting policies set out below have been applied consistently to all periods presented in these financial statements. These financial statements are presented in United States dollars which are also the functional currency of the Company.

These financial statements have been prepared on the going concern basis. Having reviewed the budgets and in light of available cash resources, the directors believe that the Company will be able to continue as a going concern for the period of at least 12 months from date of approval of these financial statements subject to continued financial support from its parent company, T.I.O. Group Holdings Limited Ltd. The directors are confident that, if required, financial support would be available by the group companies in line with the agreed business plan. true

The revenue of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

Revenue from foreign exchange brokerage services is recognised on a trade date basis and in accordance with the substance of the relevant agreements. Commission income receivable from principal transactions based on value traded and calculated on closed and open positions which are marked to market, and fees for volume traded are recognised on an accrual basis in accordance with the substance of the relevant agreements. Reimbursements of expenses by affiliated entities are recognised on an accrual basis in accordance with the substance of the relevant agreements.

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Cash and cash equivalents comprise of cash at bank. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash which are subject to an insignificant risk if change in value.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets are classified as at FVTPL when the financial asset is held for trading. This is the case if:

• the asset has been acquired principally for the purpose of selling in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at FVTPL are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.

Amounts owed by financial counterparties are measured at fair value on the basis of market conditions at the Balance Sheet Date.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Trade Receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Financial assets classified as available for sale are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income. Where an AFS financial asset is disposed of or determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss.

Dividends and interest earned on AFS financial assets are included in the investment income line item in the statement of comprehensive income.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Liabilities are non-interest bearing, and they generally have short time to maturity and so the values reported approximate their fair values. Included in other payables are amounts due to professional clients which are measured at fair value on the basis of market conditions at the Balance Sheet Date.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

The company assesses at contract inception whether a contract is, or contains, a lease, ie, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Where the company is a lessee, it applies a single recognition and measurement approach for all leases, except for short-term leases and leases for low-value assets.The company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

For short term leases the company recognises the expense on a straight line basis.

The financial statements are presented in US dollar, which is also the functional currency of the company. Transactions in foreign currencies are translated at the exchange rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to US dollar at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the reporting date. Foreign exchange differences arising on translation are recognised in the statement of profit or loss and other comprehensive income.

Financial instruments

The Company's principal financial assets comprise: cash and cash equivalents; amounts due from fellow subsidiary undertakings; and trades and other receivables. The company's financial liabilities comprise: trade payables; amount due to fellow subsidiary undertaking; other payables, accrued expenses.

The directors determine, as required, the degree to which it is appropriate to use financial instruments and to mitigate risks. The main risks for which such instrument may be appropriate are liquidity risk, credit risk, and market risk each if which is discussed below.

Trade and other receivables

Trade and other receivables are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest.

Trade and other payables

Trade and other payables are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest.

There are no new and revised standards that would significantly impact the company.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

Directors fees of $117,676 (2023:$114,699) were paid to Qaces Limited, a company controlled by Simon Quirke while being director of the company.

No significant receivable balances are impaired at the reporting end date.

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

The carrying amounts of the company's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

Other reserves of $255,000 represent capital contributions made by shareholders to ensure that the company remains in compliance with the capital resources requirements of the Financial Conduct Authority. There is no obligation for the company to repay this balance unless the company has sufficient financial resources to do so.

During 2024 capital reserves of $179,115 were converted into share capital.

Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:

Set out below are the future cash outflows to which the lessee is potentially exposed that are not reflected in the measurement of lease liabilities:

The company's objectives when managing capital are to safeguard the entity's ability to continue as a going concern so that it can continue to increase the value of the entity to the benefit of the shareholders.

There were no adjusting events after the reporting date.

Subsequent to the year end, on 1 December 2025, the Company received a capital injection of £140,000 through the allotment of 140,000 ordinary shares of £1 each to its parent undertaking. This is a non-adjusting event and has therefore not been reflected in the financial statements for the year ended 31 December 2024.

The share issue was approved by the Board and shareholders in November 2025.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The ultimate parent company of the company is to T.I.O. Group Holdings Limited, a company registered in Cyprus. The consolidated financial statements of the parent company are available at Athinon 80, 3040 Limassol, Cyprus.

The ultimate controlling party is M Singh.

The company holds money on behalf of clients. These funds are held separately from money belonging to the company and are subject to the client money rules as prescribed by the Financial Conduct Authority. At no time does the company have any legal title to the monies. Accordingly, they are not reflected in the company's balance sheet. As at 31 December 2024, the balance held in client accounts was $124,093 (2023: $116,792).

The company's business and risk analysis is set out in the director's report. The company has considerable financial resources and the directors believe that the company is well placed to manage all its business risks successfully despite the current economic outlook. The directors have reviewed the budgets, cash flow and commitments for the next twelve months and have conducted that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparation of the annual financial statements.