Contents | Page(s) | |
Directors' report | 1 - 8 | |
Financial statements: | ||
Statement of financial position | 9 | |
Income statement | 10 | |
Statement of comprehensive income | 10 | |
Statement of changes in equity | 11 | |
Statement of cash flows | 12 | |
Notes to the financial statements | 13 - 38 | |
Other information: | ||
Profit appropriation according to the Articles of Association | 39 | |
Independent auditors' report | 40 - 47 |
S. E. Cheah | (Appointed 13 December 2018) |
S.E.J. Ruigrok | (Resigned effective 15 April 2025) |
P.M. Schraal | (Appointed 26 January 2024) |
R.G. Boks | (Appointed 17 March 2025) |
J.C.P. van Uffelen | (Resigned 17 March 2025) |
A. Doppenberg | (Appointed 15 April 2025) |
S.E. Cheah | P.M. Schraal | |
R.G. Boks | A. Doppenberg | |
As at 31 December | 2025 | 2024 | |
Note | $'000 | $'000 | |
Assets | |||
Current assets | |||
Financial assets held at fair value through profit or loss | 7 | 54,120,780 | 34,784,898 |
Trade and other receivables | 8 | 199,384 | 197,078 |
Current tax asset | 5,041 | 5,890 | |
Cash and cash equivalents | 9 | 2,966,093 | 3,653,611 |
Total assets | 57,291,298 | 38,641,477 | |
Liabilities | |||
Non-current liabilities | |||
Trade and other payables | 14 | — | 1,200,000 |
Current liabilities | |||
Financial liabilities designated at fair value through profit or loss | 10 | 44,372,730 | 27,532,161 |
Financial liabilities held at fair value through profit or loss | 11 | 9,748,050 | 7,252,737 |
Trade and other payables | 14 | 2,428,458 | 2,003,282 |
Bank overdraft | 9 | 73,146 | 1,644 |
Total liabilities | 56,622,384 | 37,989,824 | |
Equity | |||
Capital and reserves attributable to equity shareholders of the Company | |||
Share capital | 15 | 26 | 26 |
Share premium reserve | 499,997 | 499,997 | |
Legal reserve | 2 | 2 | |
Retained earnings | 151,628 | 131,098 | |
Net results | 17,261 | 20,530 | |
Total equity | 668,914 | 651,653 | |
Total liabilities and equity | 57,291,298 | 38,641,477 | |
Year ended 31 December | 2025 | 2024 | |
Note | $'000 | $'000 | |
Fee and commission income | 16 | 30,910 | 23,678 |
Administrative expenses | 17 | (31,490) | (24,127) |
Net foreign exchange (loss)/gain | (194) | 205 | |
Operating loss | (774) | (244) | |
Interest income | 19 | 165,281 | 148,117 |
Interest expense | 19 | (141,785) | (120,237) |
Net interest income | 23,496 | 27,880 | |
Profit before income tax | 22,722 | 27,636 | |
Income tax expense | 20 | (5,461) | (7,106) |
Profit for the year attributable to equity shareholders of the Company | 17,261 | 20,530 |
Share capital | Share premium reserve | Legal reserve | Retained earnings | Net results | Total | |
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
Balance as at 1 January 2025 | 26 | 499,997 | 2 | 131,098 | 20,530 | 651,653 |
Transfer to retained earnings | — | — | — | 20,530 | (20,530) | — |
Profit for the financial year | — | — | — | — | 17,261 | 17,261 |
Balance as at 31 December 2025 | 26 | 499,997 | 2 | 151,628 | 17,261 | 668,914 |
Balance as at 1 January 2024 | 26 | 499,997 | 2 | 106,840 | 24,258 | 631,123 |
Transfer to retained earnings | — | — | — | 24,258 | (24,258) | — |
Profit for the financial year | — | — | — | — | 20,530 | 20,530 |
Balance as at 31 December 2024 | 26 | 499,997 | 2 | 131,098 | 20,530 | 651,653 |
Year ended 31 December | 2025 | 2024 | |
Note | $'000 | $'000 | |
Cash flow from operating activities | |||
Profit before income tax | 22,722 | 27,636 | |
Income tax paid | (4,612) | (8,436) | |
Interest income | 19 | (165,281) | (148,117) |
Interest paid | 19 | (65,058) | (78,715) |
Interest expense | 19 | 141,785 | 120,237 |
Net foreign exchange loss/(gain) | 194 | (205) | |
(70,250) | (87,600) | ||
Changes in working capital | |||
Increase in financial assets held at fair value through profit or loss | (19,335,882) | (10,050,496) | |
Increase in trade and other receivables | (2,499) | (117,523) | |
Increase in financial liabilities held at fair value through profit or loss | 2,495,313 | 803,791 | |
Increase in financial liabilities designated at fair value through profit or loss | 16,840,568 | 9,246,705 | |
(Decrease)/increase in trade and other payables | (1,074,824) | 156,179 | |
(1,077,324) | 38,656 | ||
Net cash used in operating activities | (1,147,574) | (48,944) | |
Cash flow from investing activities | |||
Change in amounts owed by other JPMorganChase undertakings | — | 1,000,000 | |
Interest received | 19 | 165,281 | 148,117 |
Net cash generated from investing activities | 165,281 | 1,148,117 | |
Cash flow from financing activities | |||
Increase in amounts owed to other JPMorganChase undertakings | 300,000 | 1,200,000 | |
Interest paid | (76,727) | (41,522) | |
Net cash generated from financing activities | 223,273 | 1,158,478 | |
Net (decrease)/increase in cash and cash equivalents | (759,020) | 2,257,651 | |
Net cash and cash equivalents at the beginning of the year | 3,651,967 | 1,394,316 | |
Net cash and cash equivalents at the end of the year | 9 | 2,892,947 | 3,651,967 |
EMEA | AMERICAS | APAC | Total | |||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Interest income | 165,281 | 148,076 | — | — | — | 41 | 165,281 | 148,117 |
Fee and commission income | 30,910 | 23,678 | — | — | — | — | 30,910 | 23,678 |
Total assets | 31,272,956 | 20,748,117 | 15,752,702 | 8,988,416 | 10,265,640 | 8,904,944 | 57,291,298 | 38,641,477 |
2025 | 2024 | |
$'000 | $'000 | |
Debt and equity instruments | 45,864,441 | 27,995,271 |
Derivative receivables | 8,256,339 | 6,789,627 |
Financial assets held at fair value through profit or loss | 54,120,780 | 34,784,898 |
2025 | 2024 | |
$'000 | $'000 | |
Trade and other receivables: amounts falling due within one year | ||
Trade and other receivables | 75,878 | 55,276 |
Amounts owed by other JPMorganChase undertakings | 123,506 | 141,802 |
199,384 | 197,078 |
2025 | 2024 | |
$'000 | $'000 | |
Cash held with other JPMorganChase undertakings | 2,862,625 | 3,612,040 |
Cash held with third parties | 103,468 | 41,571 |
2,966,093 | 3,653,611 | |
Bank overdraft | ||
Balances due to other JPMorganChase undertakings | (44,799) | (559) |
Balances due to third parties | (28,347) | (1,085) |
(73,146) | (1,644) | |
Net cash and cash equivalents as reported in the cash flow statement | 2,892,947 | 3,651,967 |
2025 | 2024 | |
$'000 | $'000 | |
Structured notes | 44,372,730 | 27,532,161 |
2025 | 2024 | |
$'000 | $'000 | |
Derivative payables | 9,748,050 | 7,252,737 |
Product / Instrument | Valuation methodology, inputs and assumptions | Classifications in the valuation hierarchy |
Structured notes | Valuations are based on discounted cash flow analysis that consider the embedded derivative and the terms and payment structure of the note. The embedded derivative features are considered using models such as the Black- Scholes option pricing model, simulation models, or a combination of models that use observable or unobservable valuation inputs, depending on the embedded derivative. The specific inputs used vary according to the nature of the embedded derivative features, as described in the discussion below regarding derivative valuation. Adjustments are then made to this base valuation to reflect the Firm’s own credit risk (DVA). | Level 2 or 3 |
Equity and Debt securities | Quoted market prices. In the absence of quoted market prices, securities are valued based on: • Observable market prices for similar securities • Relevant broker quotes • Discounted cash flows | Level 1 Level 2 or 3 |
Derivatives and fully funded OTC financial instruments | Derivatives that are valued using models such as the Black-Scholes option pricing model, simulation models, or a combination of models, that use observable or unobservable valuation inputs as well as considering the contractual terms. The key valuation inputs used will depend on the type of derivative and the nature of the underlying instruments and may include equity prices, commodity prices, interest rate yield curves, foreign exchange rates, volatilities, correlations, credit default swaps (“CDS”) spreads and recovery rates. Additionally, the credit quality of the counterparty and of the Firm's as well as market funding levels may also be considered. In addition, specific inputs used for derivatives that are valued based on models with significant unobservable inputs are as follows: Equity option specific inputs include: • Forward equity price • Equity volatility • Equity correlation • Equity - FX correlation • Equity - IR correlation | Level 2 or 3 |
Level 1 | Level 2 | Level 3 | Total | |
$'000 | $'000 | $'000 | $'000 | |
At 31 December 2025 | ||||
Financial assets held at fair value through profit and loss: | ||||
Debt and equity instruments | 1,325,936 | 22,090,124 | 22,448,381 | 45,864,441 |
Derivative receivables | — | 7,050,755 | 1,205,584 | 8,256,339 |
Total financial assets | 1,325,936 | 29,140,879 | 23,653,965 | 54,120,780 |
Financial liabilities held at fair value through profit and loss: | ||||
Derivative payables | — | (7,334,061) | (2,413,989) | (9,748,050) |
Financial liabilities designated at fair value through profit or loss: | ||||
Structured notes | (112) | (22,163,709) | (22,208,909) | (44,372,730) |
Total financial liabilities | (112) | (29,497,770) | (24,622,898) | (54,120,780) |
Level 1 | Level 2 | Level 3 | Total | |
$'000 | $'000 | $'000 | $'000 | |
At 31 December 2024 | ||||
Financial assets held at fair value through profit and loss: | ||||
Debt and equity instruments | 478,761 | 13,951,249 | 13,565,261 | 27,995,271 |
Derivative receivables | — | 5,143,182 | 1,646,445 | 6,789,627 |
Total financial assets | 478,761 | 19,094,431 | 15,211,706 | 34,784,898 |
Financial liabilities held at fair value through profit and loss: | ||||
Derivative payables | — | (5,192,639) | (2,060,098) | (7,252,737) |
Financial liabilities designated at fair value through profit or loss: | ||||
Structured notes | — | (14,126,476) | (13,405,685) | (27,532,161) |
Total financial liabilities | — | (19,319,115) | (15,465,783) | (34,784,898) |
Product/instrument | Asset | Liability | Net fair value | Principal valuation technique | Unobservable input | Range of input values | Average (a) |
At 31 December 2025 | $'000 | $'000 | $'000 | ||||
Derivatives and fully funded OTC financial instruments | 23,653,965 | (2,413,989) | 21,239,976 | Option pricing | Equity correlation | 40% - 95% | 65% |
Equity - FX correlation | (76)% - 65% | (39%) | |||||
Equity volatility | 11% - 103% | 37% | |||||
Interest rate spread volatility | 29bps - 97bps | 52bps | |||||
FX Derivatives - Interest Rate - FX correlation | (25)% - 35% | 9% | |||||
Interest Rate - FX correlation | (20)% – 35% | 5% | |||||
Bermudan Switch Value | 0% - 28% | 9% | |||||
Interest rate correlation | 0% - 65% | 39% | |||||
Discounted cash flows | Credit Correlation | 29.1% - 72.5% | 50.5% | ||||
Structured notes | — | (22,208,909) | (22,208,909) | Option pricing | Equity correlation | 40% - 95% | 65% |
Equity - FX correlation | (76)% - 65% | (39%) | |||||
Equity volatility | 6% - 111% | 32% | |||||
Interest rate spread volatility | 29bps - 97bps | 52bps | |||||
FX Derivatives - Interest Rate - FX correlation | (25)% - 35% | 9% | |||||
Interest Rate - FX correlation | (20)% – 35% | 5% | |||||
Bermudan Switch Value | 0% - 28% | 9% | |||||
Interest rate correlation | 0% - 65% | 39% | |||||
Discounted cash flows | Credit Correlation | 29.1% - 72.5% | 50.5% | ||||
Total | 23,653,965 | (24,622,898) | (968,933) |
Product/instrument | Asset | Liability | Net fair value | Principal valuation technique | Unobservable input | Range of input values | Average (a) |
At 31 December 2024 | $'000 | $'000 | $'000 | ||||
Derivatives and fully funded OTC financial instruments | 15,211,706 | (2,060,098) | 13,151,608 | Option pricing | Equity correlation | 38% - 99% | 58% |
Equity - FX correlation | (51)% - 20% | (33%) | |||||
Equity volatility | 5% - 105% | 36% | |||||
Interest rate spread volatility | 30bps - 105bps | 65bps | |||||
FX Derivatives - Interest Rate - FX correlation | (10)% - 50% | 12% | |||||
Interest Rate - FX correlation | (20)% – 50% | 5% | |||||
Interest rate correlation | 1% - 65% | 28% | |||||
Structured notes | — | (13,405,685) | (13,405,685) | Option pricing | Equity correlation | 38% - 99% | 58% |
Equity - FX correlation | (51)% - 20% | (33%) | |||||
Equity volatility | 5% - 105% | 36% | |||||
Interest rate spread volatility | 30bps - 105bps | 65bps | |||||
FX Derivatives - Interest Rate - FX correlation | (10)% - 50% | 12% | |||||
Interest Rate - FX correlation | (20)% – 50% | 5% | |||||
Interest rate correlation | 1% - 65% | 28% | |||||
Total | 15,211,706 | (15,465,783) | (254,077) |
Financial assets | Debt & Equity Instrument | Derivative receivables | Total financial assets |
$'000 | $'000 | $'000 | |
At 1 January | 13,565,261 | 1,646,445 | 15,211,706 |
Total gain/(loss) recognised in income statement | 1,465,210 | (2,032,339) | (567,129) |
Purchases | 26,266,802 | 3,465,398 | 29,732,200 |
Settlements | (18,532,357) | (903,243) | (19,435,600) |
Transfers in to level 3 | 741,341 | 18,549 | 759,890 |
Transfers out of level 3 | (1,057,876) | (989,226) | (2,047,102) |
At 31 December | 22,448,381 | 1,205,584 | 23,653,965 |
Change in unrealised gain/(loss) related to financial instruments held at 31 December | 448,531 | (139,896) | 308,635 |
Financial liabilities | Derivative payables | Structured notes | Total financial liabilities |
$'000 | $'000 | $'000 | |
At 1 January | 2,060,098 | 13,405,685 | 15,465,783 |
Total (gain)/loss recognised in income statement | (1,550,132) | 1,723,221 | 173,089 |
Purchases | 4,556,598 | — | 4,556,598 |
Issuances | — | 26,456,725 | 26,456,725 |
Settlements | (1,330,867) | (18,640,786) | (19,971,653) |
Transfers in to level 3 | 214,138 | 228,910 | 443,048 |
Transfers out of level 3 | (1,535,846) | (964,846) | (2,500,692) |
At 31 December | 2,413,989 | 22,208,909 | 24,622,898 |
Change in unrealised loss related to financial instruments held at 31 December | 82,651 | 1,034,435 | 1,117,086 |
Financial assets | Debt & Equity Instrument | Derivative receivables | Total financial assets | |
$'000 | $'000 | $'000 | ||
At 1 January | 9,447,512 | 1,050,583 | 10,498,095 | |
Total gain/(loss) recognised in income statement | 139,048 | (941,835) | (802,787) | |
Purchases | 17,235,212 | 3,529,518 | 20,764,730 | |
Settlements | (13,546,424) | (1,166,060) | (14,712,484) | |
Transfers in to level 3 | 596,612 | 322,618 | 919,230 | |
Transfers out of level 3 | (306,699) | (1,148,379) | (1,455,078) | |
At 31 December | 13,565,261 | 1,646,445 | 15,211,706 | |
Change in unrealised gain/(loss) related to financial instruments held at 31 December | 572,668 | (687,044) | (114,376) |
Financial liabilities | Derivative payables | Structured notes | Total financial liabilities |
$'000 | $'000 | $'000 | |
At 1 January | 949,180 | 9,623,634 | 10,572,814 |
Total (gain)/loss recognised in income statement | (872,409) | 182,697 | (689,712) |
Purchases | 3,695,558 | — | 3,695,558 |
Issuances | — | 17,510,878 | 17,510,878 |
Settlements | (1,109,088) | (14,094,410) | (15,203,498) |
Transfers in to level 3 | 268,726 | 289,034 | 557,760 |
Transfers out of level 3 | (871,869) | (106,148) | (978,017) |
At 31 December | 2,060,098 | 13,405,685 | 15,465,783 |
Change in unrealised (gain)/loss related to financial instruments held at 31 December | (630,365) | 234,527 | (395,838) |
2025 | 2024 | |
$'000 | $'000 | |
Trade payables: amounts payable after one year | ||
Amounts owed to other JPMorganChase undertakings | — | 1,200,000 |
— | 1,200,000 | |
Trade payables: amounts payable within one year | ||
Trade payables | 122,065 | 75,532 |
Amounts owed to other JPMorganChase undertakings | 2,306,393 | 1,927,750 |
2,428,458 | 2,003,282 |
2025 | 2024 | |
€'000 | €'000 | |
Authorised share capital | ||
90,000 (2024: 90,000) Ordinary shares of €1.00 each | 90 | 90 |
2025 | 2024 | |
$'000 | $'000 | |
Issued and fully paid share capital | ||
20,000 (2024: 20,000) Ordinary shares of €1.00 each | 26 | 26 |
2025 | 2024 | |
$'000 | $'000 | |
Net loss on financial liabilities designated at FVTPL | (2,768,171) | (797,020) |
Net gain on financial assets and liabilities held at FVTPL | 2,768,171 | 797,020 |
— | — |
2025 | 2024 | |
$'000 | $'000 | |
Custody fees | 17,913 | 14,962 |
Issuance fees | 8,183 | 5,736 |
Management fees | 1,170 | 1,448 |
Auditors' remuneration | 339 | 318 |
Other audit service | 123 | 15 |
Other administrative expenses | 3,762 | 1,648 |
31,490 | 24,127 |
Audit fee type | PwC Netherlands | Other PwC network firms | 2025 Total | PwC Netherlands | Other PwC network firms | 2024 Total |
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Audit services (excl VAT) | 80 | 259 | 339 | 74 | 244 | 318 |
Other Audit services (excl VAT) | 97 | 26 | 123 | 15 | — | 15 |
(a) Tax charged to the income statement | ||
2025 | 2024 | |
$'000 | $'000 | |
Current tax: | ||
Current year | 5,631 | 7,113 |
Adjustment in respect of previous years | (170) | (7) |
Total current tax charge | 5,461 | 7,106 |
(b) Tax reconciliation | ||
The table below shows the reconciliation between the actual tax charge and the tax charge that would result from applying the standard Netherlands corporation tax rate to the profit before tax. | ||
2025 | 2024 | |
$'000 | $'000 | |
Profit before tax | 22,722 | 27,636 |
Tax charge based on the blended Netherlands corporation tax rate of 25.8% (2024: 25.8%) | 5,862 | 7,110 |
Recurring items: | ||
Non taxable foreign exchange | (231) | 3 |
Non-recurring items | ||
Adjustments in respect of previous years | (170) | (7) |
Tax expense | 5,461 | 7,106 |
Non-TCP | ||
Statement of financial position categories | 2025 | 2024 |
$'000 | $'000 | |
Assets | ||
Trade and other receivables | 199,384 | 197,078 |
Cash and cash equivalents | 2,966,093 | 3,653,611 |
Gross statement of financial position exposure (a) | Exposures captured by market risk | Risk mitigants | Net credit exposure | Net statement of financial position exposure held with: | |||
Master netting agreements and other | JPMorgan Chase undertakings | External counter parties | |||||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
Financial assets at 31 December 2025 | |||||||
Cash and cash equivalents | 2,966,093 | — | — | 2,966,093 | 2,862,625 | 103,468 | |
Financial assets held at fair value through profit or loss | 54,120,780 | (45,864,441) | (8,256,339) | — | — | — | |
Trade and other receivables | 199,384 | — | — | 199,384 | 123,506 | 75,878 | |
Total | 57,286,257 | (45,864,441) | (8,256,339) | 3,165,477 | 2,986,131 | 179,346 | |
Gross statement of financial position exposure (a) | Exposures captured by market risk | Risk mitigants | Net credit exposure | Net statement of financial position exposure held with: | |||
Master netting agreements and other | JPMorgan Chase undertakings | External counter parties | |||||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
Financial assets at 31 December 2024 | |||||||
Cash and cash equivalents | 3,653,611 | — | — | 3,653,611 | 3,612,040 | 41,571 | |
Financial assets held at fair value through profit or loss | 34,784,898 | (27,995,271) | (6,657,686) | 131,941 | 131,941 | — | |
Trade and other receivables | 197,078 | — | — | 197,078 | 141,802 | 55,276 | |
Total | 38,635,587 | (27,995,271) | (6,657,686) | 3,982,630 | 3,885,783 | 96,847 | |
2025 | 2024 | |||||
Less than | More than | Total | Less than | More than | Total | |
1 year | 1 year | 1 year | 1 year | |||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Financial liabilities designated at fair value through profit or loss | 44,372,730 | — | 44,372,730 | 27,532,161 | — | 27,532,161 |
Financial liabilities held at fair value through profit or loss | 9,748,050 | — | 9,748,050 | 7,252,737 | — | 7,252,737 |
Bank overdraft | 73,146 | — | 73,146 | 1,644 | — | 1,644 |
Trade and other payables | 2,428,458 | — | 2,428,458 | 2,003,282 | 1,200,000 | 3,203,282 |
56,622,384 | — | 56,622,384 | 36,789,824 | 1,200,000 | 37,989,824 | |
JPMorganChase | JPMorganChase | |
undertakings | undertakings | |
31 December 2025 | 31 December 2024 | |
$'000 | $'000 | |
Financial assets held at fair value through profit or loss | 52,414,862 | 34,234,375 |
Trade and other receivables | 123,506 | 141,802 |
Cash and cash equivalents | 2,862,625 | 3,612,040 |
Financial liabilities held at fair value through profit or loss | (8,834,785) | (6,667,511) |
Financial liabilities designated at fair value through profit or loss | (1,975,360) | (1,488,328) |
Trade and other payables | (2,306,393) | (3,127,750) |
Bank overdraft | (44,799) | (559) |
JPMorganChase | JPMorganChase | |
undertakings | undertakings | |
31 December 2025 | 31 December 2024 | |
$'000 | $'000 | |
Net gains | 2,350,183 | 1,209,405 |
Fee and commission income | 30,910 | 23,678 |
Administrative expenses | (637) | (877) |
Net interest income | 23,508 | 28,046 |
S.E. Cheah | P.M. Schraal | |
R.G. Boks | A. Doppenberg | |
Materiality |
• Overall materiality: USD 572 million (2024: USD 386 million). |
Audit scope |
• We conducted audit work in 3 locations: the Netherlands, the United Kingdom and the United States of America. |
Key audit matter |
• Valuation of the notes, warrants and derivatives, and the hedging transactions with other group companies. |
Identified fraud risk | Our audit work and observations |
The risk of management override of controls The board of directors is in a unique position to perpetrate fraud because of the board of directors’ ability to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. That is why, in all our audits, we pay attention to the risk of management override of controls in: •The appropriateness of journal entries and other adjustments made in the preparation of the financial statements. •Estimates. •Significant transactions, if any, outside the normal course of business for the entity. We pay particular attention to tendencies due to possible bias of the board of directors. | We evaluated the design and implementation of the internal control system in the processes of generating and processing journal entries and making estimates. We tested information security controls relating to system access and change management. We selected journal entries based on risk criteria and conducted specific audit procedures for these entries. These procedures include, amongst others, inspection of the entries to source documentation. We also performed specific audit procedures on assumptions and judgements made by management in their significant accounting estimates, particularly in relation to the valuation of certain, more complex, financial instruments. We refer to the section ‘Key audit matter’ for the performed audit procedures. We did not identify any significant transactions outside the normal course of business of the Company. Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to management override of controls. |
Key audit matter | How our audit addressed the matter | |
Valuation of the notes, warrants, derivatives and hedging transactions with other group companies Refer to the accounting policies note 4.3.1.subsection iv. ‘Financial assets and financial liabilities measured at fair value through profit or loss’, v. ‘Financial assets and financial liabilities designated at fair value through profit or loss’, note 4.4 ‘Fair value’, note 5 ‘Critical accounting estimates and judgements’, note 7 ‘Financial assets held at fair value through profit or loss’, note 10 ‘Financial liabilities designated at fair value through profit or loss’, note 11 ‘Financial liabilities held at fair value through profit or loss’ and note 12 ‘Assets and liabilities at fair value’. Financial liabilities designated at fair value through profit or loss and financial liabilities held at fair value through profit and loss, and the equivalent amount in financial assets held at fair value through profit or loss amount to USD 54,121 million as at 31 December 2025. Financial liabilities designated at fair value through profit or loss consist of structured notes. Financial liabilities held at fair value through profit or loss consist of market participant warrants and derivative-linked products. These financial liabilities, specifically debt instruments, are issued with embedded derivatives for which the valuation is determined using valuation models and pricing inputs, which involve the management judgement for level 2 and level 3 instruments. The market risk associated with movements in the fair value of the issued notes, warrants and derivatives is offset by the hedging transactions with other group companies. The fair value of these financial instruments is determined using valuation methods that involve varying degrees of judgement. In exercising judgement, the board of directors determines the most appropriate assumptions and valuation methodologies. The valuation of more complex and less liquid derivative financial instruments can have greater estimation uncertainty where a limited or no active market exists and therefore there is less observable evidence to support the valuations. These products can also be bespoke in nature and often require more judgmental valuation methodologies. We consider the valuation of the notes, warrants, derivatives and hedging transactions with other group companies to be a key audit matter, given the magnitude of the assets and liabilities held, the nature of these positions, the estimation uncertainty, and the audit effort required. | We evaluated the design and tested the operational effectiveness of key controls over the valuation of financial instruments held at fair value. This included: •Assessing the design and testing the operating effectiveness of the independent price verification controls, including assessing the third-party pricing sources used; •Engaging our valuation experts to assess model validation and approval controls; and •Assessing and testing controls over data feeds and market information. Based on our testing of controls, we determined that it was appropriate to place reliance on the above controls for the purpose of our audit. In addition, we performed the substantive testing described below: •We utilised our valuation experts to revalue a sample of instruments using our models and pricing information from independent sources where possible. For samples where we utilised management's inputs to revalue the instruments, we assessed the reasonableness of the inputs used; •We examined collateral disputes and other events which could provide evidence about the appropriateness of the valuations; •We tested the completeness and accuracy of the economic hedging transactions to ensure the Company had relevant economic hedges in place; and •We evaluated the adequacy of the disclosures relating to the valuation of financial assets held at fair value through profit or loss, financial liabilities designated at fair value through profit or loss and financial liabilities held at fair value through profit or loss for compliance with the disclosure requirements included in the IFRS Accounting Standards as adopted by the EU. |