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Marex Group plc(MRX) - 2024 Q4 - Annual Report

markdown [Overview](index=1&type=section&id=Overview) This section provides a comprehensive overview of Marex's landmark 2024 performance, its global diversified financial services platform, historical growth, and compelling investment case [2024 Highlights](index=4&type=section&id=2024%20highlights) Marex reported a landmark year in 2024, marked by its successful Nasdaq listing in April, achieving its tenth consecutive year of profitable growth. The company demonstrated strong financial performance with a 28% increase in revenue and a 6 percentage point rise in Return on Equity. Key strategic achievements include a successful $600 million senior unsecured notes offering, expansion of capabilities and geographic reach, and the announcement of a progressive dividend policy starting from Q2 2024 2024 Key Financial Highlights | Metric | Performance | Change | | :--- | :--- | :--- | | Revenue | - | ↑ 28% | | Return on Equity | - | ↑ 6 ppt | - Successfully listed on Nasdaq in **April 2024** and subsequently increased the public free float to over **50%**[10](index=10&type=chunk) - Completed a **$600 million senior unsecured notes offering**, diversifying funding sources and increasing liquidity[10](index=10&type=chunk) - Announced a progressive dividend policy to commence from **Q2 2024**[10](index=10&type=chunk) - Maintained investment-grade credit ratings with S&P Global and Fitch[10](index=10&type=chunk) [Marex at a Glance](index=6&type=section&id=Marex%20at%20a%20glance) Marex operates as a diversified global financial services platform with four core businesses: Clearing, Agency & Execution, Market Making, and Hedging & Investment Solutions. In 2024, the company had over 2,400 employees across more than 40 offices in 18 countries, serving approximately 5,000 clients. Revenue is geographically diversified, with EMEA being the largest contributor, followed by the Americas and APAC 2024 Revenue by Business Segment | Business Segment | % of Revenue (2024) | | :--- | :--- | | Agency & Execution | 44% | | Clearing | 29% | | Market Making | 13% | | Hedging and Investment Solutions | 10% | 2024 Revenue by Geography | Region | Revenue (2024) ($m) | Revenue (2023) ($m) | | :--- | :--- | :--- | | EMEA | $885 | $692 | | Americas | $578 | $458 | | APAC | $131 | $95 | - The company has over **40 offices in 18 countries**, with a focus on growing its presence in the Middle East, the Americas, and Asia Pacific[23](index=23&type=chunk) [Our History](index=14&type=section&id=Our%20history) Marex has evolved from a firm with over 5 offices and ~1,000 clients in 2011 to a global platform with over 40 offices and ~5,000 clients in 2024. This growth has been driven by both organic expansion, such as the launch of Marex Solutions and the Neon platform, and strategic acquisitions, including Rosenthal Collins Group, ED&F Man Capital Markets, and TD Cowen's prime brokerage division. A key milestone was becoming a publicly listed company on Nasdaq in 2024 - In 2011, the company formed Marex Spectron after acquiring Spectron Group and had approximately **1,000 clients** and over **5 offices**[31](index=31&type=chunk) - Key acquisitions include Rosenthal Collins Group (RCG) in 2019, ED&F Man Capital Markets in 2022, and TD Cowen's prime brokerage and outsourced trading divisions in 2023[31](index=31&type=chunk)[34](index=34&type=chunk) - In 2024, Marex became a publicly listed company on Nasdaq, with approximately **5,000 clients** and over **40 offices**[34](index=34&type=chunk) [Our Investment Case](index=18&type=section&id=Our%20investment%20case) Marex presents a compelling investment case based on its position in a large, growing market with high barriers to entry and declining competition. The company's scalable platform, proven track record of growth through organic means and acquisitions, and diversified business model contribute to resilient earnings. A robust risk management approach and an experienced management team further strengthen its position, evidenced by a 35% CAGR in adjusted profit before tax over the past 10 years - Operates in a large global serviceable addressable market estimated at **~$75 billion**[38](index=38&type=chunk)[98](index=98&type=chunk) - The market benefits from secular growth, with a **6% 15-year CAGR** in commodities and financial derivative volumes[39](index=39&type=chunk) - Competitive intensity is declining as larger banks retrench and smaller players lack scale, with a **55% decline in the number of Futures Commission Merchants since 2002**[39](index=39&type=chunk)[108](index=108&type=chunk) - The business has demonstrated a **35% compound annual growth rate (CAGR) in Adjusted Profit Before Tax** over the past 10 years[45](index=45&type=chunk) - Maintains a strong capital position with a **234% Total Capital Ratio** and an investment-grade credit rating[45](index=45&type=chunk) [Strategic Report](index=22&type=section&id=Strategic%20Report) This section details Marex's strategic achievements, market positioning, business model, growth strategy, financial performance, sustainability, and risk management [Chair's Review](index=22&type=section&id=Chair's%20review) The Chair highlights the successful Nasdaq IPO in April 2024 as the year's standout achievement, noting it was oversubscribed despite volatile market conditions. The business delivered its tenth consecutive year of growth, with Reported Profit Before Tax increasing 51% to $295.8 million and Adjusted Profit Before Tax rising 40% to $321.1 million. The review emphasizes Marex's strong position in a large, attractive market with high barriers to entry, allowing it to gain market share. A progressive dividend policy was initiated in Q2 2024, and the company maintains a strong balance sheet and investment-grade credit ratings - The successful listing on Nasdaq in **April 2024** was a standout event, providing additional capital for growth[48](index=48&type=chunk)[49](index=49&type=chunk) 2024 Profitability Metrics | Metric | 2024 Value ($m) | % Increase (YoY) | | :--- | :--- | :--- | | Adjusted Profit Before Tax | $321.1 | 40% | | Reported Profit Before Tax | $295.8 | 51% | | Reported Return on Equity | 25% | - | - A progressive dividend policy was announced, with a quarterly dividend of **$0.14 per share** starting in **Q2 2024**[61](index=61&type=chunk) - Completed a public offering of **$600 million senior notes** to diversify funding sources and maintain a strong balance sheet[58](index=58&type=chunk) - Headcount grew to over **2,400 colleagues** by the end of 2024, up from over 2,100 a year earlier[59](index=59&type=chunk) [Chief Executive Officer's Review](index=28&type=section&id=Chief%20Executive%20Officer's%20review) The CEO reports an exceptional year of growth, with revenues up 28% to $1.6 billion and Adjusted Profit Before Tax increasing 40% to $321.1 million, marking the tenth consecutive year of profit growth. All business segments delivered double-digit growth, driven by winning new clients and deepening existing relationships. The active client base grew from ~4,000 to ~5,000. The successful Nasdaq IPO raised the company's profile and provided currency for future acquisitions. Two acquisitions, Aarna Capital and Hamilton Court Group, were announced. The company also became the largest non-bank Futures Commission Merchant (FCM) in the US by client margin 2024 Financial Performance vs. 2023 | Metric | 2024 ($m) | 2023 ($m) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $1.6bn | - | 28% | | Adjusted Profit Before Tax | $321.1 | $230.0 | 40% | | Reported Profit Before Tax | $295.8 | $196.5 | 51% | - Active clients increased from **~4,000 in 2023 to ~5,000 in 2024**, with the number of clients generating over **$1 million in business rising by 17% to 270**[71](index=71&type=chunk) 2024 Segment Performance (Adjusted PBT) | Segment | Revenue Growth | Adjusted PBT Growth | | :--- | :--- | :--- | | Clearing | 25% | 34% | | Agency & Execution | 28% | 50% | | Market Making | 35% | 97% | | Hedging & Investment Solutions | 26% | 24% | - Became the **largest non-bank Futures Commission Merchant (FCM) in the US**, ranking eighth overall for client margin in Futures and Options[82](index=82&type=chunk) - Announced two acquisitions expected to close in H1 2025: Aarna Capital (Abu Dhabi clearing firm) and Hamilton Court Group (UK FX specialist)[78](index=78&type=chunk) [Our Markets](index=34&type=section&id=Our%20markets) Marex operates in a large and growing global market, with an estimated serviceable addressable market (SAM) of around $75 billion annually. The company sees significant opportunity to increase its c.2% market share. The underlying markets for commodities and financial derivatives have shown long-term growth, with a 6% compound annual growth rate (CAGR) over the past 15 years. Competitive dynamics are favorable, as larger investment banks are retrenching from commodities and smaller competitors face high regulatory and technology barriers to scale Serviceable Addressable Market (SAM) by Segment | Segment | Estimated SAM ($bn) | | :--- | :--- | | Agency & Execution | $29 | | Clearing | $27 | | Hedging & Investment Solutions | $14 | | Market Making | $5 | | **Total** | **~$75** | - The combined volume of exchange-traded commodity and financial derivatives has grown at a **6% CAGR** over the past 15 years[100](index=100&type=chunk) - Competitive intensity is declining as investment banks reduce capital-intensive activities like clearing, and smaller firms struggle with regulatory complexity and technology investment[108](index=108&type=chunk) [Our Business Model](index=38&type=section&id=Our%20business%20model) Marex's business model is a diversified and scalable platform connecting clients to energy, commodities, and financial markets through four interconnected services: Clearing, Agency and Execution, Market Making, and Hedging & Investment Solutions. This client-driven model is underpinned by a strong capital base, proactive risk management, and the technology-driven Neon platform. The model has a proven track record of delivering consistent, scalable growth, with a 35% CAGR in Adjusted Profit Before Tax over the last decade, creating value for clients, employees, and investors - The business model consists of four interconnected services: Clearing, Agency and Execution, Market Making, and Hedging & Investment Solutions[112](index=112&type=chunk)[113](index=113&type=chunk)[116](index=116&type=chunk) - The model is supported by strong capital, a proactive risk management approach (**Average VaR of $3.2 million**), and the Neon client technology platform[114](index=114&type=chunk) 10-Year Adjusted Profit Before Tax Growth | Year | Adjusted PBT ($m) | | :--- | :--- | | 2014 | $18 | | 2023 | $230 | | 2024 | $321 | | **CAGR** | **~35%** | - The company has grown its active client base to **~5,000** and maintains a voluntary staff turnover rate of **~9%**, which is below the industry average of 17%[122](index=122&type=chunk)[123](index=123&type=chunk) [Our Strategy](index=42&type=section&id=Our%20strategy) Marex's growth strategy is centered on building a diversified global platform by expanding its product offerings and geographic footprint to attract new clients and deepen existing relationships. This is achieved through both organic growth and selective, value-accretive acquisitions. The strategy focuses on three key pillars: expanding product coverage into adjacent asset classes like renewables and financial securities; extending geographic reach in the Americas, APAC, and the Middle East; and growing the client base, which increased from ~4,000 in 2023 to ~5,000 in 2024 [Strategy in Action: Products](index=46&type=section&id=Strategy%20in%20action%3A%20Products) Marex is actively expanding its product and asset class coverage to broaden its client base. A key focus is on supporting the transition to a low-carbon economy by investing in renewables and environmentals, such as biofuels and carbon offsets. In 2024, this included the acquisition of Dropet, a biofuels specialist, and an investment in Key Carbon. The company is also building out its foreign exchange (FX) capabilities and now offers prime services and outsourced trading across multiple regions. Case studies demonstrate successful cross-selling, such as adding Clearing services to an existing Agency and Execution client, resulting in revenue growth from $0.8 million to $3.8 million - Expanded environmental capabilities through the acquisition of Dropet (biofuels) and an investment in Key Carbon (carbon credits)[149](index=149&type=chunk) - Building out FX hedging capabilities through experienced hires, the launch of Neon FX, and the announced acquisition of Hamilton Court Group[149](index=149&type=chunk) - Now offers prime services and outsourced trading capabilities for clients across Europe, the US, Asia, and the Middle East[149](index=149&type=chunk) Client Case Study: Cross-Selling to a Leading Gas Utility | Year | Revenue ($m) | | :--- | :--- | | 2021 | $0.8 | | 2024 | $3.8 | [Strategy in Action: Markets](index=50&type=section&id=Strategy%20in%20action%3A%20Markets) Marex is strategically expanding its global footprint, with a particular focus on the Americas, the Middle East, and Asia Pacific. In the Americas, revenue has grown from $206 million in 2021 to $578 million in 2024, with 733 FTEs across 14 offices. The APAC region has expanded to 203 FTEs, with revenue increasing from $27 million to $131 million over the same period. The Middle East is a significant opportunity, with around 60 people in the region and the planned acquisition of Aarna Capital set to expand clearing capabilities in Abu Dhabi Revenue by Geography (2024) | Region | Revenue ($m) | % of Total | | :--- | :--- | :--- | | EMEA | 885 | 56% | | Americas | 578 | 36% | | APAC | 131 | 8% | - Recent acquisitions have significantly scaled US operations, with **733 FTEs across 14 offices**[155](index=155&type=chunk) - APAC operations have grown to **203 FTEs** across Hong Kong, Singapore, Australia, and New Zealand[156](index=156&type=chunk) - The planned acquisition of Aarna Capital will establish a presence in Abu Dhabi and expand Clearing capabilities in the Middle East[157](index=157&type=chunk) [Strategy in Action: Clients](index=54&type=section&id=Strategy%20in%20action%3A%20Clients) A core part of Marex's strategy is to attract new clients and deepen relationships with existing ones through cross-selling across its platform. The total number of active clients grew from approximately 4,000 in 2023 to 5,000 in 2024. The company has also successfully increased business with its largest clients, with the number of clients generating over $1 million in revenue growing from 80 in 2021 to 270 in 2024. The client base is weighted towards producers and consumers of commodities (55%), who often trade regardless of market conditions Growth in Active Clients | Year | Number of Active Clients | | :--- | :--- | | 2021 | ~2,200 | | 2023 | ~4,000 | | 2024 | ~5,000 | Growth in Large Clients (> $1m Revenue) | Year | Number of Large Clients | | :--- | :--- | | 2021 | 80 | | 2023 | 230 | | 2024 | 270 | - The client base is diversified, with **55% being commodities producers/consumers**, **30% asset managers**, and **15% large banks**[168](index=168&type=chunk)[169](index=169&type=chunk) - The strategy is to expand product offerings, geographic footprint, and client relationships through organic growth and M&A[127](index=127&type=chunk)[131](index=131&type=chunk) - Strategic execution has led to a significant increase in active clients, from **~2,200 in 2021 to ~5,000 in 2024**[167](index=167&type=chunk)[169](index=169&type=chunk) - The number of clients generating over **$1 million in revenue grew to 270 in 2024** from 230 in 2023[169](index=169&type=chunk) - The company is expanding its environmentals capabilities through acquisitions like Dropet and investments like Key Carbon, and growing its FX business with the announced acquisition of Hamilton Court Group[149](index=149&type=chunk) Revenue Growth by Geography (2021-2024) | Region | 2021 Revenue ($m) | 2024 Revenue ($m) | | :--- | :--- | :--- | | Americas | 206 | 578 | | EMEA | 463 | 885 | | APAC | 27 | 131 | [Key Performance Indicators](index=58&type=section&id=Key%20Performance%20Indicators) Marex tracks its performance using a set of financial and non-financial Key Performance Indicators (KPIs). Financially, the company focuses on revenue, profitability (Reported and Adjusted Profit Before Tax), and returns (Return on Equity). Non-financial KPIs measure operational scale and client activity, including contracts cleared, average client balances, and employee headcount. These metrics collectively demonstrate strong growth across all areas of the business Financial KPIs (2021-2024) | KPI | 2021 | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue ($m) | 542 | 711 | 1,245 | 1,595 | | Reported PBT ($m) | 70 | 122 | 197 | 296 | | Adjusted PBT ($m) | 80 | 122 | 230 | 321 | | Return on Equity (%) | 12% | 17% | 19% | 25% | Non-Financial & Capital KPIs (2021-2024) | KPI | 2021 | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Capital Ratio (%) | 164% | 266% | 229% | 234% | | Average Balances ($bn) | 5.0 | 9.5 | 12.9 | 13.5 | | Contracts Cleared (million) | 198 | 248 | 856 | 1,116 | | Average Employees (FTE) | 1,062 | 1,241 | 1,914 | 2,334 | [Financial Review](index=62&type=section&id=Financial%20review) Marex's 2024 financial performance showcased the strength and scalability of its platform, with revenue growing 28% to $1,594.7 million and Profit Before Tax increasing 51% to $295.8 million. Adjusted Profit Before Tax rose 40% to $321.1 million. Growth was broad-based, with strong contributions from net commission income (+21%), net trading income (+20%), and particularly net interest income (+87%). Total assets grew 38% to $24.3 billion, reflecting increased client activity. The company maintained a prudent capital approach, with a Total Capital Ratio of 234% and enhanced its funding by issuing $600 million in senior notes [Financial Performance Summary](index=64&type=section&id=Financial%20Performance%20Summary) In 2024, Marex achieved significant growth across all key financial metrics. Revenue increased by 28% to $1,594.7 million, driven by a 21% rise in net commission income to $856.1 million and an 87% surge in net interest income to $227.1 million. This performance translated to a 51% increase in Profit Before Tax to $295.8 million and a 54% increase in Profit After Tax to $218.0 million. Adjusted Profit Before Tax, a key management metric, grew by 40% to $321.1 million, indicating strong underlying business performance 2024 Financial Highlights vs. 2023 | Metric | 2024 ($m) | 2023 ($m) | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | **1,594.7** | **1,244.6** | **28%** | | Net commission income | 856.1 | 704.9 | 21% | | Net trading income | 492.4 | 411.4 | 20% | | Net interest income | 227.1 | 121.6 | 87% | | **Profit before tax** | **295.8** | **196.5** | **51%** | | **Adjusted Profit Before Tax** | **321.1** | **230.0** | **40%** | - Net interest income growth was driven by higher average client balances (**$13.5 billion vs $12.9 billion**) and a higher average Fed Funds rate (**5.2% vs 5.0%**)[193](index=193&type=chunk)[202](index=202&type=chunk) - The Group's effective tax rate decreased by **200 basis points to 26% in 2024** from 28% in 2023[198](index=198&type=chunk) [Costs and Group Headcount](index=68&type=section&id=Costs%20and%20Group%20Headcount) Total costs increased by 28% to $1,257.6 million in 2024, in line with revenue growth. This was driven by a 28% rise in both Front office costs and Control and support costs. The increase reflects continued investment in the business, with the average number of full-time equivalent (FTE) employees growing by 22% to 2,334. Both front office and control/support headcount saw a 22% increase, maintaining a consistent 54% front office employee ratio Cost Breakdown (2024 vs 2023) | Cost Category | 2024 ($m) | 2023 ($m) | Change (%) | | :--- | :--- | :--- | :--- | | Front office costs | (881.5) | (690.4) | 28% | | Control and support costs | (376.1) | (294.2) | 28% | | **Total** | **(1,257.6)** | **(984.6)** | **28%** | Average FTE Headcount (2024 vs 2023) | Headcount Category | 2024 (No.) | 2023 (No.) | Change (%) | | :--- | :--- | :--- | :--- | | Front office | 1,250 | 1,028 | 22% | | Control and support | 1,084 | 886 | 22% | | **Total** | **2,334** | **1,914** | **22%** | [Segmental Performance](index=70&type=section&id=Segmental%20performance) All four of Marex's business segments delivered strong, double-digit growth in both revenue and Adjusted Profit Before Tax in 2024. Agency and Execution was the largest segment by revenue at $695.2 million (+28%), while Clearing was the most profitable with an Adjusted PBT of $247.3 million (+34%). Market Making showed the highest profit growth, with Adjusted PBT surging 97% to $65.6 million. The Corporate segment's loss increased, reflecting continued investment in group-wide functions to support growth Revenue by Segment (2024 vs 2023) | Segment | 2024 ($m) | 2023 ($m) | Change (%) | | :--- | :--- | :--- | :--- | | Clearing | 466.3 | 373.6 | 25% | | Agency and Execution | 695.2 | 541.5 | 28% | | Market Making | 207.8 | 153.9 | 35% | | Hedging and Investment Solutions | 161.5 | 128.1 | 26% | | Corporate | 63.9 | 47.5 | 35% | | **Total** | **1,594.7** | **1,244.6** | **28%** | Adjusted Profit/(Loss) Before Tax by Segment (2024 vs 2023) | Segment | 2024 ($m) | 2023 ($m) | Change (%) | | :--- | :--- | :--- | :--- | | Clearing | 247.3 | 185.0 | 34% | | Agency and Execution | 107.9 | 71.9 | 50% | | Market Making | 65.6 | 33.3 | 97% | | Hedging and Investment Solutions | 42.0 | 33.8 | 24% | | Corporate | (141.7) | (94.0) | 51% | | **Total** | **321.1** | **230.0** | **40%** | [Summary Financial Position, Liquidity, and Capital](index=72&type=section&id=Summary%20Financial%20Position%2C%20Liquidity%20and%20Capital) The Group's financial position strengthened in 2024, with total equity increasing 26% to $976.9 million, driven by strong profitability and the IPO. Total assets grew 38% to $24.3 billion, reflecting higher client activity. Liquidity remains robust, with total available liquid resources increasing to $2.4 billion and liquidity headroom rising to $1.1 billion. A successful $600 million senior unsecured notes offering further diversified funding. The regulatory capital position is strong, with the Total Capital Ratio at 234%, well above minimum requirements Summary Statement of Financial Position (as at Dec 31) | Item | 2024 ($bn) | 2023 ($bn) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 24.3 | 17.6 | 38% | | Total Liabilities | 23.3 | 16.8 | 39% | | **Total Equity** | **0.977** | **0.776** | **26%** | Liquidity Position (as at Dec 31) | Item | 2024 ($m) | 2023 ($m) | | :--- | :--- | :--- | | Total available liquid resources | 2,439.8 | 1,369.8 | | Liquidity headroom | 1,060.0 | 738.8 | - Successfully completed a public offering of **$600 million 5-year senior unsecured notes** with a **6.404% coupon**, rated BBB- by S&P and Fitch[218](index=218&type=chunk) Regulatory Capital Position (as at Dec 31) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Total Capital resources ($m) | 723.1 | 538.4 | | Own Funds Threshold Requirement ($m) | 308.8 | 235.1 | | **Total Capital ratio** | **234%** | **229%** | [Business Review](index=78&type=section&id=Business%20review) All four of Marex's business segments reported strong growth in 2024. Clearing revenue rose 25% to $466.3 million, driven by a 30% increase in contracts cleared. Agency & Execution revenue grew 28% to $695.2 million, boosted by the TD Cowen acquisition and a strong energy market performance. Market Making revenue increased 35% to $207.8 million, benefiting from exceptional conditions in metals. Hedging and Investment Solutions saw revenue rise 26% to $161.5 million, driven by demand for both hedging and financial products [Clearing](index=78&type=section&id=Clearing) The Clearing business performed strongly in 2024, with revenue increasing 25% to $466.3 million and Adjusted Profit Before Tax up 34% to $247.3 million. This was driven by a 30% increase in contracts cleared to 1,116 million and a 45% rise in net interest income due to higher rates and balances. The business gained market share, becoming the number one non-bank Futures Commission Merchant in the US. Strategic priorities include expanding the client base in Asia, Australia, and the Middle East Clearing Segment Performance (2024 vs 2023) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue ($m) | 466.3 | 373.6 | 25% | | Adjusted Profit Before Tax ($m) | 247.3 | 185.0 | 34% | | Adjusted PBT Margin | 53% | 50% | +300 bps | | Contracts cleared (m) | 1,116 | 856 | 30% | - Became the **number one non-bank Future Commission Merchant (FCM)** and ranked eighth overall in the US based on CFTC data[233](index=233&type=chunk) [Agency and Execution](index=82&type=section&id=Agency%20and%20Execution) The Agency and Execution segment delivered a 28% increase in revenue to $695.2 million and a 50% rise in Adjusted Profit Before Tax to $107.9 million in 2024. Growth was driven by the full-year impact of the Prime Services business acquired from TD Cowen, which contributed $77.4 million to revenue growth, and a strong performance in the Energy division, where revenue rose 30% to $286.3 million. The Securities business also grew, with revenue up 27% to $407.2 million Agency and Execution Segment Performance (2024 vs 2023) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue ($m) | 695.2 | 541.5 | 28% | | - Securities Revenue ($m) | 407.2 | 319.8 | 27% | | - Energy Revenue ($m) | 286.3 | 219.8 | 30% | | Adjusted Profit Before Tax ($m) | 107.9 | 71.9 | 50% | | Adjusted PBT Margin | 16% | 13% | +300 bps | - The Prime Services business acquired from TD Cowen was a primary driver of growth, contributing **$77.4 million to revenue**[245](index=245&type=chunk) [Market Making](index=86&type=section&id=Market%20Making) The Market Making business had a strong year, with revenue increasing 35% to $207.8 million and Adjusted Profit Before Tax surging 97% to $65.6 million. Performance was significantly boosted by exceptional activity in the metals markets during the second quarter following LME guidance on Russian metals. The Metals division revenue grew 53% to $105.9 million. The business also saw growing demand for its renewables and environmentals offerings, including carbon credits and recycled metals Market Making Segment Performance (2024 vs 2023) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue ($m) | 207.8 | 153.9 | 35% | | - Metals Revenue ($m) | 105.9 | 69.3 | 53% | | Adjusted Profit Before Tax ($m) | 65.6 | 33.3 | 97% | | Adjusted PBT Margin | 32% | 22% | +1,000 bps | - Performance was driven by unusual market conditions in Copper, Aluminium, and Nickel in Q2 following revised LME guidance on Russian metals[264](index=264&type=chunk) - Made an investment in Key Carbon, a carbon origination financing company, to gain access to a wider emissions client base and more carbon credits[266](index=266&type=chunk) [Hedging and Investment Solutions](index=90&type=section&id=Hedging%20and%20Investment%20Solutions) The Hedging and Investment Solutions business reported a 26% increase in revenue to $161.5 million and a 24% rise in Adjusted Profit Before Tax to $42.0 million. Growth was driven by strong demand in both its divisions: Hedging Solutions revenue grew 12% to $69.2 million, while Financial Products revenue increased 40% to $92.3 million. The business continued to invest heavily in technology and expand its global footprint, with the total value of its structured notes portfolio growing to $2,667.4 million Hedging and Investment Solutions Segment Performance (2024 vs 2023) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue ($m) | 161.5 | 128.1 | 26% | | - Hedging Solutions Revenue ($m) | 69.2 | 62.0 | 12% | | - Financial Products Revenue ($m) | 92.3 | 66.1 | 40% | | Adjusted Profit Before Tax ($m) | 42.0 | 33.8 | 24% | | Adjusted PBT Margin | 26% | 26% | 0 bps | - The structured notes portfolio grew to a total value of **$2,667.4 million across 4,029 notes**, up from $1,850.4 million in 2023[279](index=279&type=chunk) - The business expanded its product coverage with custom index and FX capabilities and grew its footprint in Australia and the Middle East[279](index=279&type=chunk) [Sustainability](index=94&type=section&id=Sustainability) Marex continues to embed its 'People & Planet Plan' sustainability strategy, focusing on supporting clients' transition to a low-carbon economy and fostering a diverse and inclusive workplace. In 2024, revenue from environmental products grew 42% to $66.1 million, supported by the acquisition of biofuels business Dropet and an investment in Key Carbon. The company is advancing its climate reporting, establishing quarterly reviews of Scope 1 and 2 emissions and taking steps to address Scope 3. On the people front, initiatives like a women's mentoring program were launched, and female representation in Managing Director roles increased by six percentage points to 17% [Sustainability Highlights](index=98&type=section&id=Sustainability%20highlights) The company's sustainability strategy, the 'People & Planet Plan', is built on two pillars: 'People' (fostering an inclusive environment and broadening the talent pool) and 'Planet' (supporting the green transition and becoming a net-zero business). Progress is measured by KPIs such as female representation, revenue from environmental products, and GHG intensity ratios, all underpinned by strong governance - The 'People & Planet Plan' has two core goals for People (inclusive talent, broader talent pool) and two for Planet (go-to environmental provider, net-zero business)[301](index=301&type=chunk) Key Sustainability KPIs | Pillar | KPI | | :--- | :--- | | People | Female colleagues as % of total workforce | | People | Gender Pay Gap (UK) | | Planet | $m Revenue from Marex Environmental products | | Planet | GHG intensity ratios | [Our People Strategy](index=100&type=section&id=Our%20people%20strategy) Marex's people strategy focuses on creating an inclusive and diverse environment to attract and retain top talent, and on raising awareness of industry opportunities to broaden the talent pool. In 2024, 27% of new hires were women, and the company's employee engagement score was 7.8. Key initiatives included a women's mentoring program for 45 colleagues, a partnership with Future Frontiers supporting 275 students, the launch of the 'Marex Academy' learning portal, and the company's first graduate program with 21 participants - Launched a **12-month pilot mentoring program for 45 high-potential women** to increase career opportunities[312](index=312&type=chunk) - The global colleague population is **24% women**, an increase of one percentage point from 2023. **27% of new hires in 2024 were women**[312](index=312&type=chunk) - Launched 'Marex Academy', a learning management system, with **614 colleagues attending 892 hours of training in 2024**[320](index=320&type=chunk)[321](index=321&type=chunk) - The inaugural Full-time Graduate Programme kicked off with **21 graduates in London in September 2024**[322](index=322&type=chunk) [Our Planet Strategy](index=106&type=section&id=Our%20planet%20strategy) Marex's planet strategy has two main goals: to become a go-to provider of environmental products and to become a net-zero business by 2050 or sooner. Revenue from environmental products reached $66.1 million in 2024. The company offers over 50 environmental products and services across emissions management, renewable fuels, renewable power, and recycled metals. To manage its own footprint, Marex has committed to offsetting Scope 1 and 2 emissions and is developing a detailed transition plan, with total Scope 1 & 2 GHG intensity remaining stable at 0.78 tCO2e per FTE Planet Strategy KPIs (2024) | KPI | 2024 Value ($m) | 2023 Value ($m) | | :--- | :--- | :--- | | Revenue from environmental products | $66.1 | $46.7 | | Total intensity ratio - Scope 1, 2 (tCO2e per FTE) | 0.78 | 0.76 | - Offers over **50 environmental products and services** covering carbon management, clean energy, and recycled metals[337](index=337&type=chunk) - Committed to becoming a **net-zero business by 2050 or sooner** and is offsetting Scope 1 and 2 emissions through a partnership with the Global Mangrove Trust[372](index=372&type=chunk)[373](index=373&type=chunk) - Future opportunities are seen in emerging Emissions Trading Schemes, U.S. renewable tax credits, biofuels, and recycled battery metals[364](index=364&type=chunk) [Climate-related Financial Disclosure ('CFD') Statement](index=124&type=section&id=Climate-related%20Financial%20Disclosure%20('CFD')%20Statement) Marex provides detailed climate-related financial disclosures aligned with UK regulations. Governance is overseen by the Board and its committees, with a dedicated Sustainability Committee and Climate Change Steering Group. The company identifies and manages climate risks (both physical and transition) through its Enterprise-Wide Risk Management framework. Key risks include the retraction of primary high-carbon markets and physical impacts on supply chains. Opportunities lie in diversifying revenue into environmental products. A qualitative scenario analysis was performed, indicating resilience due to the company's diversified business model and focus on growing its environmentals business - The Nomination and Corporate Governance Committee expanded its remit to provide oversight on ESG and climate-related matters[397](index=397&type=chunk)[404](index=404&type=chunk) - Key identified climate risks include: Retraction of Primary Markets (Transition), Physical Impacts to Supply Markets, and Climate-Induced Counterparty Default (Physical & Transition)[450](index=450&type=chunk)[455](index=455&type=chunk)[457](index=457&type=chunk)[460](index=460&type=chunk) - Key opportunities include: Diversification of Revenue Streams into environmental products, and developing a comprehensive Climate Transition Plan[461](index=461&type=chunk)[463](index=463&type=chunk) Scope 1 & 2 GHG Emissions (Location-based, tCO2e) | Year | Total Gross Emissions (tCO2e) | Intensity Ratio (tCO2e per FTE) | | :--- | :--- | :--- | | 2024 | 1,891 | 0.78 | | 2023 | 1,634 | 0.76 | - In March 2025, Marex offset its **2024 Scope 1 and 2 emissions (1,892 tCO2e)** by retiring offsets from the Global Mangrove Trust project[486](index=486&type=chunk) - Revenue from environmental products and services grew **42% to $66.1 million in 2024**, representing **4% of total group revenue**[288](index=288&type=chunk)[295](index=295&type=chunk) - Acquired Dropet, a Spanish biofuels business, and invested in Key Carbon to expand its environmental offerings[288](index=288&type=chunk) - The percentage of women in Managing Director roles increased by **six percentage points to 17% in 2024**[290](index=290&type=chunk) - Established internal quarterly reporting of Scope 1 and 2 GHG emissions and is developing a strategy to address Scope 3 emissions[291](index=291&type=chunk) [Managing Our Risk](index=160&type=section&id=Managing%20our%20risk) Marex employs a comprehensive Enterprise-Wide Risk Management (EWRM) framework, overseen by the Board, to manage risks that could undermine its strategy. The framework is built on a Three Lines of Defence model and is guided by a Board-approved risk appetite. Key risks are categorized as Financial (Credit, Market, Liquidity), Operational (Technology, Third Party, Integration), Strategic (Acquisition, Climate), and Compliance (Regulatory, Financial Crime). In 2024, the company enhanced its risk framework by evolving its risk appetite methodology, strengthening regional governance, and incorporating climate-related risks into its taxonomy. Emerging risks identified include geopolitical dynamics and the rapid evolution of fraud - The risk management approach is based on an Enterprise-Wide Risk Management (EWRM) framework and a Three Lines of Defence model[513](index=513&type=chunk)[522](index=522&type=chunk) - Principal risks are categorized into Financial (Credit, Market, Liquidity & Capital), Operational (Technology, Third Party, Integration, Broking Process, Talent), Strategic (Acquisition, Climate, Health & Safety), and Compliance (Regulatory, Financial Crime)[552](index=552&type=chunk)[565](index=565&type=chunk)[574](index=574&type=chunk)[578](index=578&type=chunk) - In 2024, key enhancements included evolving the Risk Appetite methodology, establishing regional governance forums, and incorporating climate-related risks into the risk taxonomy[550](index=550&type=chunk) - Emerging risks identified for the future include changes in geopolitical and market dynamics (de-globalisation, economic shifts, ESG agenda) and the rapid evolution of the fraud threat landscape, including AI-powered attacks[580](index=580&type=chunk)[587](index=587&type=chunk) [Section 172 Statement](index=188&type=section&id=Section%20172%20-%20Companies%20Act%202006%20statement) The directors confirm they have acted in good faith to promote the long-term success of the company for the benefit of its members, considering all stakeholders. Key decisions, such as the Nasdaq IPO, were made with long-term prospects in mind. The interests of employees were considered through engagement surveys and talent management. The company fostered relationships with suppliers via its Code of Conduct and with regulators through open dialogue. The Board supported community and environmental initiatives, including ESG-focused activities and a transparent tax approach. High standards of business conduct were maintained, and all shareholders were treated equally - The Board oversaw the successful Nasdaq listing in **April 2024**, believing it will enhance long-term value for members[591](index=591&type=chunk) - Employee interests were addressed through an annual engagement survey, with a **21% year-on-year increase in respondents to 1,725**[593](index=593&type=chunk) - The company fosters relationships with suppliers through a Supplier Code of Conduct and maintains open dialogue with financial regulators globally[594](index=594&type=chunk) - The Board acknowledges its responsibility to the community and environment, supporting ESG initiatives and a transparent approach to taxation[595](index=595&type=chunk) [Corporate Governance](index=192&type=section&id=Corporate%20Governance) This section outlines Marex's corporate governance structure, including the Board of Directors, its framework, committee reports, and directors' remuneration [Board of Directors](index=194&type=section&id=Board%20of%20Directors) The Board of Directors is composed of a diverse and experienced group of individuals. As of the report date, it includes the Chair, a Senior Independent Non-Executive Director, three other Independent Non-Executive Directors, two Non-Executive Directors representing the largest shareholder, and two Executive Directors (CEO and CFO). Several changes occurred in 2024, including the appointment of Linda Myers, John Pietrowicz, and Henry Richards, and the resignation of Madelyn Antoncic, Jeremy Isaacs, and Joe Cohen, largely in connection with the company's IPO - The Board is led by Chair Robert Pickering and includes CEO Ian Lowitt and CFO Rob Irvin[608](index=608&type=chunk)[628](index=628&type=chunk)[629](index=629&type=chunk) - The Board includes five Independent Non-Executive Directors: Sarah Ing (Senior Independent Director), Konstantin Graf von Schweinitz, Linda Myers, and John Pietrowicz[608](index=608&type=chunk)[613](index=613&type=chunk)[615](index=615&type=chunk)[617](index=617&type=chunk) - Board changes in 2024 included the appointments of Linda Myers, John Pietrowicz, and Henry Richards, and the resignations of Madelyn Antoncic, Jeremy Isaacs, and Joe Cohen[638](index=638&type=chunk)[639](index=639&type=chunk) [Corporate Governance Framework](index=200&type=section&id=Corporate%20Governance%20Framework) Following its Nasdaq listing on April 25, 2024, Marex operates as a Foreign Private Issuer (FPI) and follows home country (UK) governance practices where permitted, taking exemptions from certain Nasdaq rules regarding shareholder quorum and approval for equity plans. The Board, which currently has nine members including five independent directors, considers the Nasdaq Rules and UK Companies Act a sufficiently robust framework. An independent third-party board effectiveness review was conducted in 2024, finding the board to be effective with minor areas for enhancement. The company engages with a broad range of stakeholders, including clients, employees, regulators, and shareholders - As a Foreign Private Issuer on Nasdaq, the company follows UK home country governance practices, taking exemptions from certain Nasdaq rules for shareholder approval of equity plans and committee composition[632](index=632&type=chunk)[640](index=640&type=chunk)[641](index=641&type=chunk) - The Board consists of a Chair, four Independent Non-Executive Directors, two Executive Directors, and two Non-Executive Directors representing the largest shareholder[654](index=654&type=chunk) - An independent board effectiveness review was conducted in 2024, concluding the Board was effective and well-supported[656](index=656&type=chunk) - The company engages with key stakeholders including clients, employees (through surveys and town halls), regulators (FCA, CFTC, SEC), suppliers, and investors[669](index=669&type=chunk)[670](index=670&type=chunk)[671](index=671&type=chunk)[674](index=674&type=chunk) [Committee Reports](index=210&type=section&id=Committee%20Reports) The Board's committees provide focused oversight on key areas. The Audit and Compliance Committee reviewed financial reporting, internal controls, and regulatory compliance, including overseeing the SOX implementation program. The Risk Committee monitored capital, liquidity, and operational risks, including the integration of acquisitions and geopolitical impacts. The Nomination and Corporate Governance Committee managed director appointments and succession planning, and expanded its scope to oversee ESG matters. The Remuneration Committee determined remuneration policy, approved executive compensation, and oversaw the implementation of new equity plans following the IPO [Audit and Compliance Committee Report](index=210&type=section&id=Audit%20and%20Compliance%20Committee) The Audit and Compliance Committee, chaired by Sarah Ing, assists the Board in overseeing financial reporting, internal and external audits, and regulatory compliance. In 2024, its activities included reviewing the 2023 Annual Report, overseeing FCA Consumer Duty requirements, monitoring financial crime and client asset (CASS) controls, and monitoring the establishment of the Group's SOX programme. Key priorities for 2025 include continued oversight of SOX implementation, acquisition integration, and the financial crime control framework - The committee consists exclusively of financially literate members, with Sarah Ing considered an "audit committee financial expert" as defined by the SEC[685](index=685&type=chunk) - Key activities in 2024 included reviewing the 2023 Annual Report, overseeing FCA Consumer Duty implementation, and monitoring the new SOX programme[687](index=687&type=chunk)[688](index=688&type=chunk)[693](index=693&type=chunk) - Priorities for 2025 include monitoring the SOX readiness programme, appropriate integration of acquisitions, and continued oversight of financial crime and client money controls[696](index=696&type=chunk) [Risk Committee Report](index=212&type=section&id=Risk%20Committee) The Risk Committee, chaired by Konstantin Graf von Schweinitz, oversees the Group's risk exposures and strategies for capital and liquidity management. During 2024, the committee reviewed capital and liquidity, operational risks (including acquisition integration), treasury risk, and emerging risks like cyber threats and geopolitical events. It also recommended the Internal Capital Adequacy and Risk Assessment (ICARA) for approval. Priorities for 2025 include ensuring appropriate global risk coverage, monitoring acquisition integration, and maintaining focus on geopolitical and cyber security risks - The committee's role is to oversee and advise the Board on current risk exposures, future risk strategies, and capital and liquidity management[699](index=699&type=chunk) - 2024 activities included reviewing capital and liquidity, operational risk (including acquisition integration), and emerging risks like cyber security[704](index=704&type=chunk)[705](index=705&type=chunk)[710](index=710&type=chunk) - 2025 priorities include monitoring acquisition integration, geopolitical events, and enhancing focus on cyber security risks[711](index=711&type=chunk) [Nomination and Corporate Governance Committee Report](index=214&type=section&id=Nomination%20and%20Corporate%20Governance%20Committee) The Nomination and Corporate Governance Committee, chaired by Robert Pickering, is responsible for board appointments, succession planning, and overseeing corporate governance and sustainability initiatives. In 2024, the committee managed the appointments of new directors John Pietrowicz and Henry Richards, reviewed senior executive succession planning, and oversaw progress on the Group's 'People and Planet Plan'. For 2025, the committee will focus on further developing succession planning, improving diversity and inclusion, and continuing its oversight of ESG matters - The committee's responsibilities include director appointments, succession planning, and oversight of corporate governance and ESG matters[714](index=714&type=chunk) - In 2024, the committee recommended the appointments of John Pietrowicz and Henry Richards to the Board[717](index=717&type=chunk)[718](index=718&type=chunk) - Reviewed progress on the 'People and Planet Plan,' focusing on DE&I, environmental products, and female representation[720](index=720&type=chunk) - 2025 priorities include further development of senior management succession planning and continuing to improve diversity and inclusion[715](index=715&type=chunk) [Remuneration Committee Report](index=216&type=section&id=Remuneration%20Committee) The Remuneration Committee determines the remuneration policy for executive directors and senior management. In 2024, key activities included approving annual compensation for senior management, setting performance metrics for Executive Directors, and managing deferred compensation plans. Following the IPO, the committee reviewed legacy incentive arrangements and approved the new Global Omnibus Plan, an all-employee share award, and a Retention Long Term Incentive Plan. Priorities for 2025 include approving 2024 compensation, setting 2025 performance measures, and reviewing the overall Remuneration Policy - The committee determines remuneration policy for executive directors and other 'Material Risk Takers'[726](index=726&type=chunk) - In 2024, the committee approved the new Global Omnibus Plan, an all-employee share award, and a Retention LTIP following the IPO[732](index=732&type=chunk)[733](index=733&type=chunk) - Reviewed and approved the Material Risk Taker population for 2024 in line with regulatory requirements[734](index=734&type=chunk) - 2025 priorities include approving 2024 executive compensation, setting 2025 performance targets, and reviewing the Group's Remuneration Policy[737](index=737&type=chunk) [Directors' Remuneration Report](index=218&type=section&id=Directors'%20Remuneration%20Report) This is the company's first remuneration report since its Nasdaq listing. The 2024 executive bonus was based on Adjusted PBT (60% weight) and strategic objectives (40% weight). Exceptional PBT performance led to full vesting of the financial component. The overall bonus outcome was 98% of maximum for the CEO and 95% for the CFO. For 2025, the maximum bonus potential for the CEO will increase to 600% of salary, with a greater emphasis on financial metrics (75% weight). Non-Executive Directors now receive a portion of their fees in shares to align with shareholder interests. The report includes the full Remuneration Policy for shareholder approval - The 2024 annual bonus for Executive Directors was based **60% on Adjusted Profit Before Tax (PBT)** and **40% on strategic objectives**[749](index=749&type=chunk) - Achieved Adjusted PBT of **$321 million**, exceeding the maximum target of **$280 million**, resulting in full vesting of the financial component of the bonus[750](index=750&type=chunk)[851](index=851&type=chunk) - The total bonus outcome for 2024 was **98% of maximum for the CEO** and **95% of maximum for the CFO**[753](index=753&type=chunk) - For 2025, the CEO's maximum bonus potential will increase to **600% of salary**, and the CFO's to **250%**. The bonus weighting will shift to **75% financial and 25% strategic**[758](index=758&type=chunk)[903](index=903&type=chunk)[904](index=904&type=chunk) - Executive Directors are expected to build a minimum shareholding of **300% of base salary (CEO)** and **200% (CFO)**[883](index=883&type=chunk) [Group Directors' Report](index=274&type=section&id=Group%20Directors'%20Report) The Group Directors' Report presents the audited financial statements for the year ended December 31, 2024. The Group's profit before tax was $295.8 million, and dividends of $63.8 million were paid to ordinary shareholders. The report lists the directors who served during the year, confirms director indemnities, and states that there is no relevant audit information of which the auditor is unaware. Charitable donations totaled $376,955, with no political contributions. The directors confirm the Group's ability to continue as a going concern and have prepared the financial statements accordingly - The profit before tax for the year ended 31 December 2024 was **$295.8 million** (2023: $196.5 million)[921](index=921&type=chunk) - Dividends of **$63.8 million** were paid to ordinary shareholders during the year (2023: $45.0 million)[922](index=922&type=chunk) - The 2023 consolidated statement of financial position was restated due to the correction of errors, detailed in note 37[923](index=923&type=chunk) - The directors confirm the Group has adequate resources to continue as a going concern for at least twelve months from the signing date[929](index=929&type=chunk) [Financial Statements](index=282&type=section&id=Financial%20Statements) This section presents Marex's audited consolidated financial statements, including the independent auditor's report, detailed notes, and reconciliations of non-IFRS measures [Independent Auditor's Report](index=284&type=section&id=Independent%20Auditor's%20Report) The independent auditor, Deloitte LLP, issued an unqualified opinion, stating that the financial statements give a true and fair view of the Group's and Company's affairs as of December 31, 2024, and have been properly prepared in accordance with IFRS and the Companies Act 2006. Key audit matters identified were the impairment assessment of the Cowen customer relationship intangible asset and the fair value calculation of the cash settlement option of the growth shares. The audit scope covered 99% of the Group's total assets and 94% of its revenues - The auditor issued an **unqualified opinion** on the financial statements[952](index=952&type=chunk) - Key audit matters were: 1) Customer relationship intangible impairment (Cowen acquisition) due to significant estimation in determining the recoverable amount. 2) Fair value of the cash settlement option of the growth shares due to complexity and management judgment[957](index=957&type=chunk)[965](index=965&type=chunk)[967](index=967&type=chunk) - Materiality for the Group financial statements was set at **$14.75 million**, based on **5% of profit before tax**[957](index=957&type=chunk)[969](index=969&type=chunk) - The audit scope covered components representing **99% of the Group's total assets** and **94% of its revenues**[957](index=957&type=chunk)[975](index=975&type=chunk) [Consolidated Financial Statements](index=302&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for 2024 show significant growth. Revenue increased 28% to $1,594.7 million, leading to a Profit After Tax of $218.0 million, up 54% from 2023. Total assets grew 38% to $24.3 billion, driven by increases in trade receivables and securities. Total liabilities rose 39% to $23.3 billion, primarily due to higher trade payables and securities sold. Consequently, total equity increased by 26% to $976.9 million. The company generated $1,163.5 million in net cash from operating activities Consolidated Income Statement Summary | Item ($m) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 1,594.7 | 1,244.6 | | Profit before tax | 295.8 | 196.5 | | **Profit after tax** | **218.0** | **141.3** | Consolidated Statement of Financial Position Summary | Item ($m) | 31 Dec 2024 | 31 Dec 2023 (Restated) | | :--- | :--- | :--- | | Total Assets | 24,312.5 | 17,611.6 | | Total Liabilities | 23,335.6 | 16,835.7 | | **Total Equity** | **976.9** | **775.9** | Consolidated Statement of Cash Flows Summary | Item ($m) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash from operating activities | 1,163.5 | 735.0 | | Net cash used in investing activities | (35.3) | (97.6) | | Net cash used in financing activities | (37.2) | (72.8) | | **Net increase in cash** | **1,091.0** | **564.6** | [Notes to the Consolidated Financial Statements](index=316&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the accounting policies and financial figures. Key information includes the segmental analysis (Note 5), which breaks down performance by business line; details of business combinations in 2024 and 2023 (Note 16); comprehensive disclosures on financial instruments, risk management, and fair value hierarchies (Note 32); information on share-based payments following the IPO (Note 36); and an explanation of the restatement of prior period figures (Note 37) - **Business Combinations (Note 16):** In 2024, the Group acquired Pinnacle Fuel LLC for **$4.0 million**, Dropet for **$2.0 million**, and ILS Brokers Limited for **$5.3 million**[1289](index=1289&type=chunk)[1296](index=1296&type=chunk)[1303](index=1303&type=chunk) - **Goodwill (Note 12):** Goodwill increased to **$176.5 million** from $163.6 million, primarily due to acquisitions. No impairment was recorded in 2024, whereas a **$10.7 million impairment** was recognized in 2023 for the Volatility Performance Fund S.A. CGU[1253](index=1253&type=chunk)[1255](index=1255&type=chunk) - **Financial Instruments (Note 32):** The Group manages market risk using Value-at-Risk (VaR), sensitivity limits, and stress testing. It is estimated that a **100bps increase in short-term interest rates would increase Net Interest Income by $17 million**[1455](index=1455&type=chunk)[1494](index=1494&type=chunk) - **Share-based Payments (Note 36):** Following the IPO, the Group adopted the Global Omnibus Plan. The total charge for share-based payments in 2024 was **$29.6 million**, up from $20.3 million in 2023[1546](index=1546&type=chunk)[1554](index=1554&type=chunk) - **Restatement (Note 37):** The 2023 Statement of Financial Position was restated to correct an error in the presentation of derivative instruments, which were previously presented on a gross basis instead of as a single unit of account. This reduced total assets and liabilities by **$138.5 million** but had no impact on equity or profit[1560](index=1560&type=chunk)[1562](index=1562&type=chunk)[1564](index=1564&type=chunk) [Non-IFRS Measures and other KPIs](index=504&type=section&id=Non-IFRS%20Measures%20and%20other%20KPIs) Marex uses several non-IFRS measures to provide insight into its underlying performance, including Adjusted Profit Before Tax, Adjusted Profit After Tax, and Adjusted Return on Equity. These measures exclude items like goodwill impairment, acquisition costs, and IPO preparation costs. In 2024, Adjusted Profit Before Tax was $321.1 million, reconciled from a reported Profit Before Tax of $295.8 million. Adjusted Diluted EPS was $3.07, compared to a reported Diluted EPS of $2.72 - The primary non-IFRS measure is Adjusted Profit Before Tax, which excludes items like goodwill impairment, acquisition costs, owner fees, and IPO preparation costs to show underlying operational performance[1607](index=1607&type=chunk) Reconciliation of Profit Before Tax to Adjusted Profit Before Tax (2024) | Item | Amount ($m) | | :--- | :--- | | **Profit Before Tax (IFRS)** | **295.8** | | Amortisation of acquired brands and customer lists | 5.5 | | Activities relating to shareholders | 2.4 | | Employer tax on vesting of the growth shares | 2.2 | | Owner fees | 2.4 | | IPO preparation costs | 8.6 | | Fair value of the cash settlement option on the growth shares | 2.3 | | Public offering of ordinary shares | 1.9 | | **Adjusted Profit Before Tax (Non-IFRS)** | **321.1** | Key Non-IFRS Metrics (2024) | Metric | 2024 Value | | :--- | :--- | | Adjusted Profit Before Tax Margin | 20% | | Adjusted Return on Equity | 30% | | Adjusted Basic EPS | $3.34 | | Adjusted Diluted EPS | $3.07 |