Financial review

2025 Financial performance

TMF Group restructured its legal entities and redomiciled to Jersey with effect from 2 January 2025. As part of this restructure, a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”) transferred all shares held in TMF Group Holding B.V. to TMF Group Limited, and at the same time acquired shares in TMF Group Limited itself. Following this transfer, TMF Group Limited holds 100% of the shares issued by TMF Group Holding B.V.

In 2025, TMF Group grew both organically and through acquisitions in line with our stated strategy. TMF Group acquired six companies in 2025.

TMF Group’s reported adjusted revenue increased by 9.0% to €962.4 million (2024: €883.2 million). When adjusted for acquisitions during 2025, organic adjusted revenue grew by 4.8%. All regions and service lines contributed to growth in 2025.

Results from operating activities before depreciation, amortisation, impairment charges and non-underlying and separately disclosed items (“Adjusted EBITDA”) increased by 8.7% to €300 million (2024: €275.9 million), driven by organic growth, as well as the contribution from acquisitions. Adjusted for acquisitions in 2025, organic adjusted EBITDA grew by 4.1%. Cash generated from operations excluding cash flow from non-underlying and separately disclosed items (“Cash generated from operations”) increased by €1.1 million to €152.5 (2024: €151.4 million). The Senior Secured Net Leverage ratio for covenant calculation was 4.8x on 31 December 2025 (2024: 4.7x).

Key Performance Indicators

Income statement

Revenue by service line

Adjusted revenue by geographic segment

Cash flow

Financing and treasury activities

TMF Group’s treasury function is responsible for ensuring the availability of cost-effective financing and managing TMF Group’s financial risk arising from currency, interest rate volatility and counterparty credit. Treasury is not a profit centre and is not permitted to speculate in derivative financial instruments. The treasury policies are set by the Board. The Treasury department is subject to controls appropriate to the risks it manages.

TMF Group’s activities expose it to a variety of financial risks: market risk (including currency risk and cash flow interest rate risk), credit risk and liquidity risk. TMF Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on TMF Group’s financial performance.

TMF Group’s treasury function identifies, evaluates and hedges (where considered necessary) financial risks in close cooperation with TMF Group’s operating units. The Board approves guidelines for overall financial risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

Financing

TMF Group’s primary sources of finance are secured bank borrowings provided by a syndicate of banks. 

In January 2025, the repricing of senior loans consisting of New Facility B1 of €1,055 million and Facility B3 of $398 million was finalised. New facility B1 became Facility B5 of €1,055 million and Facility B3 became Facility B4 of $396 million. The interest rate for Facility B5 is 3.25% plus 3 or 6 month EURIBOR (floored at 0%). The interest rate for Facility B4 is 2.75% plus 3-month TERM SOFR CME. This modification did not result in a substantial change of terms. Accordingly, the loans were not derecognised, and the existing liabilities were adjusted to reflect the revised cash flows. The adjustment to the carrying amount of the financial liabilities resulted in the recognition of a modification gain of €24.7 million in profit or loss. This gain reflects the difference between the carrying amount of the loans before modification and the recalculated present value of the modified cash flows discounted at the original effective interest rate.

Subsequently, in February 2025, upsize agreement was finalised for Facility B4, resulting in additional funding of $100 million. There were no changes to other terms of the loan. The February upsize is considered to be a substantial modification of the existing Facility B4 loan and, as a result, extinguishment accounting is applied. Any difference in the carrying amount of the original liability and the fair value of the new, modified liability is recognised in the statement of profit or loss. The upsize resulted in extinguishment of the original loan liability, Facility B4, with a principal of $389 million and a loss on extinguishment of €5.6 million. The loss is reported as part of net finance costs in the income statement.

The revolving facility from our primary bank consists of a €156.7 million (2024: €156.7 million) facility for cash needs, of which €68.7 million (2024: €156.7 million) is undrawn, and a €24.3 million (2024: €24.3 million) facility for bank guarantees, of which €7.8 million (2024: €6.7 million) is not used. As at 31 December 2025, the total undrawn borrowing facilities amounted to €76.5 million (2024: €163.4 million). The revolving facility is expected to be drawn and repaid dynamically throughout the year based on the Group’s short‑term liquidity needs.

Foreign currency

TMF Group has many foreign subsidiaries that are exposed to various currencies. Treasury policy is to manage significant balance sheet translation risks in respect of net operating assets and profit denominated in foreign currencies. The methods adopted involve the use of borrowings denominated in foreign currencies to the extent that cash and debt requirements allow.

Cash management

Local cash balances are centralised into a cash pool with HSBC as much as effectively possible. Countries that are not permitted to participate in the cash pool regularly upstream cash by settling intercompany balances, dividends or loans.

The cash pool consists of overdraft balances offset by credit balances (“Secured bank overdraft”) and is managed on a net surplus basis. Interest compensation is applied to the individual accounts within the cash pool.

TMF Group’s treasury function monitors cash balances daily. Appropriate action is taken to optimise interest costs, while at the same time safeguarding sufficient liquidity. TMF Group continues to review opportunities to improve the efficiency of its cash management. This includes improving global credit control and standardised processes, which will result in a decrease in lock-up (trade receivables, unbilled services and deferred income) days.

Outlook 2026

We expect TMF Group to continue to grow both organically and through acquisitions. Growth is expected to continue to come mostly from existing clients through their geographic expansion, but we also expect new services, as well as acquisitions, to contribute to growth.

To support this growth, the number of FTEs is also expected to increase further. Our employees continue to work partially remotely. We expect remote working to continue and to be a permanent feature of the professional services industry.

We have planned further investments in capital expenditure, both to support client delivery as well as investment in TMF Group backbone systems. In the case of potential larger-scaled acquisitions, TMF Group will assess if additional borrowing facilities are required.

Subsequent events

On 11 December 2025 TMF Group signed agreement to acquire 100% shares of Aepoch Advisor - China. Although the transaction has been signed, control has not yet transferred to TMF Group. As a result, additional IFRS disclosures cannot be made until the initial accounting for the business combination, including contingent consideration, has been completed.

Conclusion

In 2025, TMF Group delivered adjusted revenue growth of 9.0% (2024: 11.7%) and EBITDA improved by €24.1 million to €300 million (2024: €275.9 million). With that, we have again delivered a solid set of results and 2025 has evidenced yet again that our strategy is paying off. Despite the challenging geopolitical and economic environment, we are confident that we will further accelerate our growth and profitability in 2026.

Patrick de Graaf | Chief Financial Officer