ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 04759928

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

COMPANY INFORMATION

Director	A Heery


Registered number	04759928


Registered office	No.1 London Bridge Fourth Floor
	West Building
	London
	SE1 9BG


Independent auditor	MHA
	2 London Wall Place
	London
	EC2Y 5AU

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Director's Report	3 - 4
Independent Auditor's Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10 - 11
Statement of Changes in Equity	12
Statement of Cash Flows	13
Analysis of Net Debt	14
Notes to the Financial Statements	15 - 32

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Director presents the Company's Strategic Report for the year ended 31 December 2024.

Business review

The immediate parent company is AI Financial Information UK Limited, a company incorporated in England and Wales.
The ultimate parent company is Deutsche Börse AG, a company registered in Germany and listed on Frankfurt Stock Exchange Market.
The principal activity of the Company is the provision of Corporate Governance research services and responsible investment solutions to institutional investors and corporations, based primarily in the United Kingdom. The Company is based in London.
The Company has recorded a profit for the year, after tax, of £4,024,966 (2023: £2,178,719).
The balance sheet shows net assets of £3,919,106 (2023: £8,127,577).

Principal risks and uncertainties

Financial risk management objectives and policies
Risk is an inherent part of the Company's business activity and is managed within the context of the broader Company's business activities. The Company seeks to identify, assess, monitor and manage each of the various types of risk involved in its activities.
Credit risk
Credit risk refers to the risk of loss arising from borrower or counterparty default when a borrower, counterparty or obligor is unable to meet its financial obligations. The Company manages credit risk exposure in consideration of each individual legal entity and on a global basis, by reviewing monthly the individual counterparty risk.
Liquidity and cash flow risk
The Company senior management establishes the overall liquidity and capital policies of the Company. The Company''s liquidity and funding risk management policies are designed to mitigate the potential risk that the Company may be unable to access adequate financing to service its financial obligations when they fall due without material, adverse franchise or business impact. The key objectives of the liquidity and funding risk management framework are to support the successful execution of the Company's and the Company's business strategies while ensuring ongoing and sufficient liquidity through the business cycle.
Interest risk
The Company does not have external bank borrowings, so interest risk is negligible.
Capital risk management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company regards issued capital and reserves as capital. There were no changes to the objectives, policies or processes during the periods ended 31 December 2024 and 31 December 2023.

Page 1

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The performance of the Company is included in the results of ISS STOXX GmbH (the "Group"). The ISS STOXX Group manages its key performance indicators on a global basis. For this reason, the Company's directors believe that providing performance indicators for the Company itself would not enhance an understanding of the development, performance or position of the business of the Company.

Other key performance indicators

There are no other key performance indicators to report.

This report was approved by the board and signed on its behalf.

A Heery

Director

Date: 30 September 2025

Page 2

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Results and dividends

The profit for the year, after taxation, amounted to £4,024,966 (2023 : £2,178,719).

There were dividends of £2,122,696 paid in the year (2023: nil).
During the year the Company made no political contribution but had a charitable contribution amounting to £1,581 (2023 : £2,263).

Director

The director who served during the year was:

A Heery

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

There are no future developments to report.

Page 3

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

On 16th July 2025, the Company acquired 100 percent of the share capital of Autus Data Services Limited for a purchase price of £4,391,786. This acquisition aligns with our strategic growth objectives.

This report was approved by the board and signed on its behalf.

A Heery

Director

Date: 30 September 2025

Page 4

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

Opinion

We have audited the financial statements of Institutional Shareholder Services UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Page 5

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

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

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

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

∙certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• Enquiry of management and those charged with governance around actual and potential litigation and claims;

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

• Reviewing minutes of meetings of those charged with governance;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Page 7

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED (CONTINUED)

Use of our report

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

Rajeev Shaunak FCA (Senior Statutory Auditor)

for and on behalf of

MHA, Statutory Auditor

London, United Kingdom

30 September 2025

Page 8

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023 (as restated)
Note	£	£


Turnover	4	34,723,691	34,308,833
Administrative expenses		(31,140,272)	(33,048,578)
Other operating income	5	1,481,049	1,569,685
Operating profit	6	5,064,468	2,829,940
Income from investments	9	-	2,751
Interest receivable and similar income	10	87,096	9,428
Interest payable and similar expenses	11	(13,664)	-
Profit before taxation		5,137,900	2,842,119
Tax on profit	12	(1,112,934)	(663,400)
Profit for the financial year		4,024,966	2,178,719

The notes on pages 15 to 32 form part of these financial statements.

Page 9

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

REGISTERED NUMBER: 04759928

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023 (as restated)
Note		£		£

Fixed assets
Intangible assets	14		2,123,386		2,021,948
Tangible assets	15		1,590,828		1,955,148
Investments	16		300,000		-
			4,014,214		3,977,096

Debtors due after more than 1 year	17		13,200,000		-
			13,200,000		-
Current assets
Debtors: amounts falling due within one year	17	9,507,771		25,200,143
Cash at bank and in hand	18	713,910		427,577
		10,221,681		25,627,720
Creditors: amounts falling due within one year	19	(22,802,308)		(20,614,925)
Net current (liabilities)/assets			(12,580,627)		5,012,795
Total assets less current liabilities			(8,566,413)		8,989,891
Provisions for liabilities
Deferred tax	20	(714,481)		(862,314)
			(714,481)		(862,314)
Net assets			3,919,106		8,127,577

Capital and reserves
Called up share capital	21	10,000	10,000
Other reserves	22	-	6,110,741
Profit and loss account	22	3,909,106	2,006,836
		3,919,106	8,127,577

Page 10

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

REGISTERED NUMBER: 04759928

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.

A Heery

Director

The notes on pages 15 to 32 form part of these financial statements.

Page 11

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Other reserves (as restated)	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	10,000	-	(171,883)	(161,883)
Comprehensive income for the year
Profit for the year	-	-	2,178,719	2,178,719
Capital contribution	-	6,110,741	-	6,110,741

At 1 January 2024	10,000	6,110,741	2,006,836	8,127,577
Comprehensive income for the year
Profit for the year	-	-	4,024,966	4,024,966
Movement in year	-	(6,110,741)	-	(6,110,741)
Dividends: Equity capital	-	-	(2,122,696)	(2,122,696)
At 31 December 2024	10,000	-	3,909,106	3,919,106

The notes on pages 15 to 32 form part of these financial statements.

Page 12

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023 (as restated)
			£	£

Cash flows from operating activities
Profit for the financial year	4,024,966	2,178,719
Adjustments for:
Amortisation of intangible assets	867,632	854,278
Depreciation of tangible assets	834,340	887,292
Loss on disposal of tangible assets	-	175
Interest paid	13,664	-
Interest and dividends received	(87,096)	(12,179)
Taxation charge	1,112,934	663,400
Decrease in debtors	2,519,158	2,007,151
Increase/(decrease) in creditors	2,187,383	(10,315,234)
Capital contribution reserve transfer	(6,110,741)	6,110,741
Corporation tax paid	(1,349,845)	(1,403,569)
Net cash generated from operating activities	4,012,395	970,774

Cash flows from investing activities
Purchase of intangible fixed assets	(969,070)	(1,085,148)
Purchase of tangible fixed assets	(407,728)	(776,077)
Purchase of investments	(300,000)	-
Interest and dividends received	87,096	12,179
Net cash used in investing activities	(1,589,702)	(1,849,046)
Cash flows from financing activities
Dividends paid	(2,122,696)	-
Interest paid	(13,664)	-
Net cash used in financing activities	(2,136,360)	-
Net increase/(decrease) in cash and cash equivalents	286,333	(878,272)
Cash and cash equivalents at beginning of year	427,577	1,305,849
Cash and cash equivalents at the end of year	713,910	427,577

The notes on pages 15 to 32 form part of these financial statements.

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INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	427,577	286,333	713,910
	427,577	286,333	713,910

The notes on pages 15 to 32 form part of these financial statements.

Page 14

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Institutional Shareholder Services UK Limited is a private company limited by shares incorporated in England and Wales. The registered office of the Company is No. 1 London Bridge Fourth Floor, West Building, London, SE1 9BG. These financial statements are rounded to the nearest pound.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The Company generates revenue from a subscription-based business model in which revenue is recognised ratably over the term of the agreement. Deferred revenue represents amounts billed to customers for products and services in advance of delivery. Growth in a subscription-based business results in an increase to deferred revenue.

In assessing the going concern position of the company of the year ended 31 December 2024, the directors have considered the Group's ability to provide support based on its assessment on the Group's cash flow, liquidity and business activities and concluded the Group is able to give that support. Therefore the financial statements have been prepared on the going concern basis.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

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INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Intangible assets represent capitalised costs for internally developed software. These costs are amortised from the date of first use of the software using the straight-line method over the asset’s expected useful life. The useful life of internally developed software enhancements is generally assumed to be 5 years, while a useful life of 7 years is used in the case of newly developed systems.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	Shorter of lease term or estimated useful life of the asset
Fixtures and fittings	-	3-7 years
Computer equipment	-	3-5 years
Assets in the course of construction	-	not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

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INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 19

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Page 20

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The key judgment in applying accounting policies relates to revenue recognition. As described in the accounting policies above, revenue is recognised on the basis of the stage of completion of a project. Where income is billed in advance of completion of the work the unrecognised amount is carried forward in deferred income.

Page 21

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporate governance research services and responsible investment solutions	34,723,691	34,308,833
	34,723,691	34,308,833

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	22,572,983	24,489,784
Rest of the world	12,150,708	9,819,049
	34,723,691	34,308,833

5.	Other operating income
		2024	2023
		£	£

Transfer pricing adjustments	1,481,049	1,569,685
	1,481,049	1,569,685

	Exchange differences	73,648	276,638
	Other operating lease rentals	1,101,332	1,216,036

Page 22

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditor for the audit of the Company's financial statements

35,500

34,500

Wages and salaries	17,556,265	16,490,194
Social security costs	2,298,985	2,616,189
Cost of defined contribution scheme	1,454,242	1,396,146
	21,309,492	20,502,529

The average monthly number of employees, including the director, during the year was as follows:

	2024	2023
	No.	No.

Staff	209	211

9.	Income from investments
		2024	2023
		£	£

Dividends received from unlisted investments	-	2,751
	-	2,751

Page 23

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable and similar income
		2024	2023
		£	£

	Bank and other interest received/receivable	87,096	9,428
		87,096	9,428

11.	Interest payable and similar expenses
		2024	2023
		£	£

	Other interest paid/payable	13,664	-
		13,664	-

Corporation tax
Current tax on profits for the year	1,393,239	674,072
Adjustments in respect of previous periods	(132,472)	-
	1,260,767	674,072

Total current tax	1,260,767	674,072

Deferred tax
Origination and reversal of timing differences	(56,454)	(10,672)
Adjustments in respect of previous periods	(91,379)	-
Total deferred tax	(147,833)	(10,672)


		1,112,934	663,400

Page 24

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

5,137,900

2,842,119

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	1,284,475	667,898
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	15,701	99,790
Capital allowances for year in excess of depreciation	36,609	-
Adjustments to tax charge in respect of prior periods	(223,851)	-
Non-taxable income	-	(646)
Change in deferred tax rates	-	10,739
Tax losses utilised	-	(114,381)
Total tax charge for the year	1,112,934	663,400

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2024	2023
		£	£

	Ordinary dividends payable	2,122,696	-
		2,122,696	-

Page 25

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Intangible assets

		Computer software
		£
	Cost
	At 1 January 2024	3,387,736
	Additions	969,070
	At 31 December 2024	4,356,806
	Amortisation
	At 1 January 2024	1,365,788
	Charge for the year on owned assets	867,632
	At 31 December 2024	2,233,420
	Net book value
	At 31 December 2024	2,123,386
	At 31 December 2023	2,021,948

Page 26

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Tangible fixed assets

	Short-term leasehold property	Fixtures and fittings	Computer equipment	Assets in the course of construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	1,380,530	140,244	1,846,459	-	3,367,233
Additions	136,863	-	272,199	62,292	471,354
Transfers intra group	-	-	(6,452)	-	(6,452)
At 31 December 2024	1,517,393	140,244	2,112,206	62,292	3,832,135
Depreciation
At 1 January 2024	467,990	51,915	892,180	-	1,412,085
Charge for the year on owned assets	270,798	31,040	532,502	-	834,340
Transfers intra group	-	-	(5,118)	-	(5,118)
At 31 December 2024	738,788	82,955	1,419,564	-	2,241,307
Net book value
At 31 December 2024	778,605	57,289	692,642	62,292	1,590,828
At 31 December 2023	912,540	88,329	954,279	-	1,955,148

16.	Investments

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	300,000
	At 31 December 2024	300,000

Page 27

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Class of shares	Holding

Pridham and Pridham Limited

Ordinary

100%

17.	Debtors
		2024	2023
		£	£

Due after more than one year
Amounts owed by group undertakings	13,200,000	-
	13,200,000	-

					2024	2023
					£	£

Due within one year
Trade debtors	5,353,972	5,810,502
Amounts owed by group undertakings	168,440	16,068,624
Other debtors	1,484,697	1,515,786
Prepayments and accrued income	2,500,662	1,805,231
	9,507,771	25,200,143

18.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	713,910	427,577
	713,910	427,577

Page 28

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	12,040	242,413
Amounts owed to group undertakings	5,489,119	4,235,464
Other taxation and social security	1,471,440	1,228,178
Other creditors	1,303,253	1,094,163
Accruals and deferred income	14,526,456	13,814,707
	22,802,308	20,614,925

20.	Deferred taxation

		2024
		£

	At beginning of year	862,314
	Charged to profit or loss	147,833
	At end of year	714,481

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances	744,483	862,314
Short term timing differences	(30,002)	-
	714,481	862,314

Page 29

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

10,000 (2023 - 10,000) Ordinary shares of £1.00 each	10,000	10,000

22.

Reserves

Other reserves

This represents a capital contribution reserve.

Profit and loss account

Profit and loss account represents cumulative profit and losses net of dividends and other adjustments.

Page 30

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Share-based payments

		Weighted average exercise price 2024 $	Number 2024	Weighted average exercise price 2023 $	Number 2023

Outstanding at the beginning of the year	2,253.80	5,089	2,253.80	4,739
Granted during the year	0	-	2,253.80	350
Forfeited during the year	0	-	0	-
Exercised during the year	-2,253.80	(5,089)	0	-
Outstanding at the end of the year	0	-	2,253.80	5,089

					2024	2023 $

Option pricing model used	N/a	Black Scholes
Weighted average share price	N/a	3,794.09
Exercise price	N/a	2,253.80
Weighted average contractual life	N/a	3 years
Expected volatility	N/a	35%
Expected dividend growth rate	N/a	0%
Risk-free interest rate	N/a	0.5%

					2024	2023
					£	£

	Cash-settled schemes	950,059	4,072,211
		950,059	4,072,211

24.	Prior year adjustment

The prior year adjustment relates to a correction of share option charge that was omitted in the year ended 31 December 2023. The effect of this correction, when compared to the financial statements originally submitted for the year ended 31 December 2023, is to increase administrative expenses by £4,634,176 with a corresponding increase in transfer pricing income. In addition a cumulative capital contribution reserve of £6,110,741 was created with a corresponding increase in amounts owed by group undertakings. There was no overall effect on the retained profit for the year ended 31 December 2023.

Page 31

INSTITUTIONAL SHAREHOLDER SERVICES UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,454,242 (2023 - £1,396,146). Contributions totalling £177,041 (2023 - £170,467) were payable to the fund at the balance sheet date and are included in creditors.

26.	Commitments under operating leases
	At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Company	Company
		2024	2023
		£	£

Not later than 1 year	1,367,386	1,003,994
Later than 1 year and not later than 5 years	4,981,898	4,248,317
	6,349,284	5,252,311

27.	Post balance sheet events

On 16th July 2025, the Company acquired 100 percent of the share capital of Autus Data Services Ltd for a purchase price of £4,391,786. This acquisition aligns with our strategic growth objectives.

28.	Controlling party

The immediate parent company is AI Financial Information UK Limited, a company incorporated in England and Wales.
The ultimate parent company is Deutsche Börse AG, a company based in Germany and listed on Frankfurt Stock Exchange Market.
The parent undertaking of the smallest group, which includes the company and for which group accounts are prepared, is ISS STOXX GmbH. Copies of the standalone financial statements for ISS STOXX GmbH are publicly available.
The parent undertaking of the largest group, which includes the company and for which group accounts are prepared, is Deutsche Börse AG. Copies of the financial statements for Deutsche Börse AG are publicly available from their website.

Page 32