EUROMTS LIMITED
Report and Financial Statements
For the year ended 31 December 2025
Company Registration Number 03615752
EUROMTS LIMITED
CONTENTS
PAGE
1
Directors and Officers
2
Strategic Report
7
Directors' Report
9
Independent Auditor's Report to the Member of EuroMTS Limited
12
Income Statement
13
Statement of Financial Position
14
Statement of Changes in Equity
15
Notes to the Financial Statements
EUROMTS LIMITED
DIRECTORS AND OFFICERS
DIRECTORS
M Cannata
C Pietroluongo
A Battaglia
A Proni
S Gallagher
COMPANY SECRETARY
F Rochlitzer
REGISTERED OFFICE
11th Floor, CARGO Building
25 North Colonnade
London
E14 5HS
INDEPENDENT AUDITORS
Grant Thornton (NI) LLP
12-15 Donegall Square West
Belfast
BT1 6JH
BANKERS
HSBC Bank plc
8 Canada Square
Canary Wharf, London
E14 5HQ
Societe Generale New York Branch
245 Park Avenue
New York, NY 10167 USA
1
EUROMTS LIMITED
STRATEGIC REPORT
The Directors present their annual report and audited financial statement for the year ended 31 December 2025.
PRINCIPAL ACTIVITIES
EuroMTS Limited (the "Company" or "EuroMTS"), a wholly-owned subsidiary of MTS S.p.A. which is controlled by Euronext N.V. ("Euronext" or "Group"), the Ultimate Parent, operates a dealer-to-client trading system for government bonds and other fixed-income securities and commercialises data from markets operated by MTS S.p.A., EuroMTS Limited, Marche de Titres France SAS. (MTS France), MTS Associated Markets S.A. and BondSpot S.A. The Company is based in the United Kingdom and is authorised and regulated by the Financial Conduct Authority ("FCA").
REVIEW OF BUSINESS
Total revenues for the year ended 31 December 2025 were €18.6 million (year ended 31 December 2024: €16.6 million), with an operating profit for the period of €7.9 million (year ended 31 December 2024: €8.1 million).
Profit after tax for the year ended 31 December 2025 was €5.9 million (year ended 31 December 2024: €6.1 million).
Cash volumes on BondVision UK MTF totalled €716 billion for the period January to December 2025 compared to €313 billion in January to December 2024, an increase of 129%, which was predominantly driven by higher volumes traded by Hedge Funds. Whilst Repo volumes on BondVision UK MTF totalled €184bn for the period January to December 2025, compared to €407bn in January to December 2024, a decrease of 55%. On a term adjusted basis, Repo volumes on BondVision UK MTF were down 44%, from €3,826bn in 2024 to €2,136bn in 2025.
During 2025, the MTS Data business saw continued growth and development reflecting the focus on the fixed income markets by a variety of market participants. The continuing volatility and uncertainty in the markets has highlighted the value of MTS's data, with many institutions viewing MTS as a valuable source in the European government bond market, which has driven new business sales in MTS Live, MTS Alpha, BondVision Composite, and Blotter data packages.
As of 31 December 2025, there were 1,347 MTS Real-Time Data users, up 3.5% from 1,302 as of 31 December 2024), as well as 28 participants subscribing to MTS Live, which was up from 25 as at 31 December 2024.
The key drivers of total revenue for EuroMTS can be split into two distinct areas: Volumes traded drives revenue for commission and brokerage, whereas the number of terminals and number of MTS Live subscribers are key drivers of revenue for data sales. These key performance indicators are included above.
The net asset position of the Company at 31 December 2025 was €16 million (31 December 2024: €16.2 million).
FUTURE DEVELOPMENTS
EuroMTS plans for growth are based on four key initiatives:
1. BondVision UK Client expansion - continue to increase penetration of the UK based buy-side clients.
2. BondVision UK Product expansion - Continue to strengthen our competitive position through enhancing our product offering, with a focus on Gilts, Credit & Swaps.
3. Improved service levels - Focusing on the following:
i. Customer retention / satisfaction
ii. First line support and problem resolution
iii. Monitoring and reporting
iv. Stability of EuroMTS systems
v. Consistency and latency
vi. Timely and flawless rollout of new functionality
4. Development of Data business - develop and deploy value add data products.
2
EUROMTS LIMITED
STRATEGIC REPORT (CONTINUED)
PRINCIPAL RISKS AND UNCERTAINTIES
EuroMTS considers risk management to be fundamental for the effective execution of its Strategic Plan and business continuity. The company adopts a proactive approach to Risk Management in which the prompt identification and analysis of the level of risks and adequate reporting of the Company's risk profile to stakeholders are essential.
Euronext Group (Euronext, the Group, the ultimate parent of the Company) operates group wide risk management procedures which bring greater judgement to decision making as this allows management to make better, more informed and more consistent decisions based on a clear understanding of the risks involved.
EuroMTS adopts annually the Euronext Group's Enterprise Risk Management (ERM), which is designed to ensure the prompt identification of risks, assessment of criticality and its evolution monitoring.
The Company is subject to a variety of foreseeable and unforeseeable risks and uncertainties which may have an impact on the Company's ability to execute its strategy and deliver its expected performance.
The identification, assessment and management of these risks are central to the Company's operating framework. The Company's risk control structure is based on the 'three lines of defence' model:

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The First line (Management) is responsible and accountable for identifying, assessing, managing and monitoring risk.

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The Second line (Risk Management and Compliance) is responsible for defining the risk management process and policy framework and providing independent challenge to the first line on Risk Management activities assessing risks and reporting to the Board on risk exposure. In addition to the Risk Management and Compliance functions, the Group Internal Control function is also part of the second line of defence.

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The Third line (Internal Audit) provides independent assurance to the Board and other key stakeholders over the effectiveness of the systems of controls and the Risk Management Framework.
The main risks to which the Company was exposed during 2025, and which are expected to remain relevant in the coming year include the management of the technological platform, increasing competitive pressure, ongoing changes in the regulatory environment, and uncertainties related to the macroeconomic context. Cyber risks remain elevated due to the expansion of Euronext's activities and its increased visibility, which makes it a more prominent target. Key threats include AI-driven attacks, phishing and DDoS campaigns.
The Company's principal operational risks arise from ensuring it maintains secure and stable technology performing to high levels of availability. The Company is reliant upon secure premises to protect its employees and physical assets. The Company is continually working hard to both mitigate these risks and support its customers. Moreover, the company will continue to monitor and respond to developments and threats in resiliency and cybersecurity.
EuroMTS has effective Business Continuity Management (BCM) arrangements and appropriate safeguards to ensure the uninterrupted operation of its IT systems and infrastructure.
Whilst EuroMTS' revenues and profitability, as a provider of services to the financial services sector, are highly dependent on the levels of activity within that industry, the Company does not carry the significant balance sheet risks or liabilities typically associated with that sector. The financial services industry is dynamic and unpredictable and is directly affected by many macroeconomic variables beyond its control, including economic, political, and geopolitical market conditions, changes in price levels and volatility in the financial markets, changes in government monetary or tax policy and other legislative and regulatory changes.
FINANCIAL RISKS
The Company's activities expose it to limited financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk, liquidity risk, and regulatory capital risk. The Company is part of Euronext N.V. (the "Group"), and financial risk management is carried out by the Group through its finance, compliance, and central treasury functions. The Group's risk management approach seeks to minimize the potential adverse effects of these risks on the financial performance of the Company.
3
EUROMTS LIMITED
STRATEGIC REPORT (CONTINUED)
CREDIT RISK
Credit risk is the risk that the Company's counterparties will be unable to meet their obligations to the Company either in part or in full and arises from credit exposures to customers as well as on cash and cash equivalent balances and deposits with banks and financial institutions.
Credit risk is controlled through policies and procedures developed either at the Group level and, where appropriate, with regulators, or by the Company itself.
The Company assesses the credit quality of its customers, based upon the customer's financial position and considering experience and other factors. Trade receivables, net of impairment, are concentrated in the financial community and are managed as one class of receivables. There is a limited concentration of credit risk concerning trade receivables as the Company has a low historic incidence of customer defaults. Given this, the recurring nature of the billing management assesses the credit risk facing the Company will be low.
Credit risk on cash and deposits at banks and other financial institutions is managed at the Group level by limiting the exposure to up to £50 million placed for 12 months with counterparties rated long-term AAA (or equivalent) through to a maximum of £10 million overnight with counterparties rated short term A-2 (or equivalent). For cash held specifically for regulatory purposes, deposits are limited to a maximum tenor of three months unless a formal break clause is agreed with the counterparty.
MARKET RISK
Foreign exchange risk
The Company operates in the UK and reports its results in Euros and is exposed to foreign exchange risk arising from currency exposures principally between Euros and Sterling.
Foreign exchange risk is identified by the Group's central treasury function and, if deemed material, is hedged in accordance with a Group's approved policy framework.
Interest rate risk
The Company is exposed to interest rate risk through its revolving loan facility which attracts interest at variable rates. In considering the size and nature of the arrangements, the Company does not believe that this is a material risk for the Company.
LIQUIDITY RISK
The Company is exposed to liquidity risk to the extent that it is unable to meet its daily payment obligations. The Company maintains sufficient cash and cash equivalents, to meet all its financial obligations as they fall due.
When the Company's business generates significant free cash flow, this free cash flow is available to the Company to invest in capital expenditure, acquisitions, dividend payments, other returns of capital or to reduce debt.
REGULATORY CAPITAL RISK MANAGEMENT
EuroMTS is currently considered to be a SNI-MIFIDPRU (Small and Non-Interconnected) investment firm for the purpose of calculating its own funds and liquid asset requirements.
The Company, as a SNI-MIFIDPRU investment firm authorised to operate multilateral trading facilities, is required to maintain certain minimum levels of capital (own funds) and liquidity (liquid assets) for regulatory and operational purposes. As of 31 December 2025, the Company held own funds and liquid assets that exceeded its agreed minimum regulatory requirements.
RISKS RELATING TO THE INDUSTRY
ECONOMIC ENVIRONMENT
The year 2025 was marked by continued macroeconomic and geopolitical instability. Global tensions, ongoing regional conflicts, and shifts in U.S. economic policy contributed to heightened uncertainty across international financial markets. Several geopolitical developments also had a direct impact on EuroMTS and its client base, reinforcing an environment of elevated market volatility.
In the United Kingdom, inflation remained above the Bank of England's target for most of the year, although signs of gradual moderation emerged toward the end of 2025. Domestic demand showed resilience in certain sectors but remained constrained overall due to cautious household consumption, subdued business investment, and the impact of higher
4
EUROMTS LIMITED
STRATEGIC REPORT (CONTINUED)
interest rates. On a global scale, economic growth is expected to slow, with both the United States and China projected to experience weaker expansion.
This backdrop of uncertainty resulted in increased market volatility throughout 2025, supporting sustained levels of trading activity on EuroMTS platforms. A similar pattern is anticipated in 2026, although at more stable levels, with macroeconomic uncertainty likely to continue underpinning robust trading conditions. Policy rates are expected to remain broadly supportive, and net debt issuance is projected to stay positive. EuroMTS continues to closely monitor developments in financing strategies across the European Union to assess potential implications for market structure and liquidity.
REGULATION
The securities industry is closely regulated and as such, in addition to having to comply with Company law, local government and UK legislative requirements, EuroMTS is subject to authorisation and continuous oversight by the FCA. Comprehensive market rules are in place to ensure ongoing compliance with all legal and supervisory requirements.
EU-UK regulation divergence remained a key driver for 2025, impacting costs and effort to adapt. UK MiFID II bond transparency regimes went live in 2025, while EU MiFID review is not expected to have significant impacts on EuroMTS trading business.
On Consolidated Tape, progress has been made in 2025. Ediphy fairCT was selected for EU Bond CTP, while Etrading Software for UK Bond CTP. The EU Bond CTP authorisation process has not yet been completed and the timeline remains undefined. FCA is currently targeting June 2026 for UK Bond CTP go-live, but delays are expected. In 2026, also the new Reasonable Commercial Basis provision will go live. EuroMTS continuously monitors developments and engages in dialogue with regulatory and government authorities at both the national and EU level.
EuroMTS produces an Internal Capital Adequacy and Risk Assessment ("ICARA") on an annual basis and describes the processes by which EuroMTS assesses its compliance with OFAR (Overall Financial Adequacy Rule), ensuring it holds sufficient own funds and liquid assets to ensure that it remains financially viable throughout the economic cycle with the ability to address any material potential harm that may result from its ongoing activities, as well as ensuring the firm can be wound down in an orderly manner. The ICARA covers (i) business model and strategy of EuroMTS, (ii) the identification, monitoring, and mitigation of potential material harms, (iii) assessment of the adequacy of financial resources (including stress testing), and (iv) recovery and wind-down planning.
The ICARA document is prepared following the IFPR (Investment Firm Prudential Regime) and FCA guidelines and is updated and promoted within the Company.
COMPETITION
The EuroMTS Marketing & Sales Department operates within a competitive environment and faces the risk of not responding quickly and adequately to changes introduced by the competition. This competition remains a key risk and may intensify in the future, especially as technological advances create pressure to reduce the costs of trading and as a result of new MTS Group initiatives.
The Company is well placed to respond to these developments and continues to focus on developing and delivering competitive products, technology, pricing structures and services to reduce the overall cost of trading which is key to maintaining strong customer relationships and deep pools of liquidity.
RISKS RELATING TO THE BUSINESS
TECHNOLOGY
An inability to anticipate and respond, in a timely and cost-effective manner, to the need for new and enhanced technology may result in EuroMTS being unable to compete effectively. The markets in which we compete are characterised by rapidly changing technology, evolving industry standards, frequent enhancements to existing products and services, the introduction of new services and products, and changing customer demands. During 2025, the Company continued to focus on its operational resilience and its ability to cope with potential service interruptions.
Following the implementation of DORA, EuroMTS strengthened its digital operational resilience by introducing a new ICT risk taxonomy, enhancing governance and risk assessment, and deploying a digital resilience management system. The Company reinforced incident management, increased oversight of third-party ICT providers, and embedded a culture of resilience through continuous training and transparent reporting, ensuring robust compliance and preparedness for operational disruptions.
5
EUROMTS LIMITED
STRATEGIC REPORT (CONTINUED)
DORA has required adjustments to the Group Risk Management Framework and governance, in addition to other group policies and standards, which were rolled out in the course of 2025. A Digital Operational Resilience Strategy (DORS) at Euronext Group level has been documented and approved in early 2025. The DORS primary purpose is to establish a unified framework for managing ICT risks, ensuring continuity of critical operations, and strengthening the organisation's ability to withstand, respond to, recover and learn from business disruptions, according to a proportionate risk-based approach.
Cyber risk commonly refers to any risk of financial loss, disruption, or damage to the reputation of an organisation resulting from the failure of its information technology systems. Cyber security and vulnerability management activities are in place and included in the Service Level Agreement with main technology providers. Key Performance Indicators include targets on potential exploits and vulnerabilities to be closed in a reference period.
In preparing financial statements, directors have assessed that emerging climate-related risks are not material. Climate-related matters could not affect the amounts and disclosures in the financial statements.
EuroMTS's business depends on technology, which is secure, stable, and performs to high levels of availability and throughput. If EuroMTS's systems cannot expand to cope with increased demand or otherwise fail to perform, the business could experience unanticipated disruptions in service, slower response times, and delays in the introduction of new products and services.
Directors' statement of compliance with duty to promote the success of the Company
From the perspective of the Directors, the matters for consideration under section 172 of the Companies Act 2006(“s172”) have been considered to an appropriate extent by the company. Such consideration is included in the statements set out below, noting the Director's duty under s172 to act in good faith to promote the success of the Company for the benefit of its shareholders but having regard amongst other matters to the following:

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the likely consequences of any decision in the long term;

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the interests of the Company's employees;

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the need to foster the Company's business relationships with customers and others;

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the impact of the Company's operations on the community and the environment;

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the desirability of the Company maintaining a reputation for high standards of business conduct; and
For the Company, compliance is one of the cornerstone values and forms the basis for all decisions and activities. It is the key to integrity in conducting business. The Directors are committed to ensuring that all business is carried out in full accordance with the law as well as internal rules and principles.
The Directors of the Company, confirmed that they have acted in the way they consider, in good faith, would be most likely to promote success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in Section 172(1) (a-f) of the Act) in the decisions taken during the period ended 31 December 2025.
The following paragraphs summarise how the directors have fulfilled their duties:

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As a Director, my intention is to behave responsibly and ensure that management operate the business in a responsible manner;

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As a Director, I am committed to openly engage with my shareholders. It is important to me that shareholders understand my strategy and objectives, so these must be clearly communicated, feedback heard and issues or questions raised properly considered;

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As my services provided grow, our risk environment also becomes more complex. It is therefore, important that I effectively identify, evaluate, manage and mitigate the risks the Company faces. For details of my principal risks and uncertainties, please see previous paragraphs of my Company strategic report;

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Our employees are vital to the services provided by the Company. I aim to be a responsible employer in my approach to the pay and benefits for my employees. For my business to succeed, I need to manage my employees' performance and develop talent while ensuring the Company operates as efficiently as possible. The health and safety of my employees is very important to me; and

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In order to grow our business, I need to develop and maintain strong business relationships. I value all of our suppliers and customers.
This report was approved by the board and signed on its behalf by
Angelo Proni
Director and Chief Executive Officer
REGISTERED OFFICE:
14 April 2026
11th Floor, CARGO Building 25 North Colonnade, London, E14 5HS
6
EUROMTS LIMITED
DIRECTORS' REPORT
The Directors present their report and the audited financial statements for the year ended 31 December 2025.
REVIEW OF BUSINESS
The review of the Company's business is set out within the Strategic Report on page 2.
DIVIDENDS
The Directors recommend a final dividend of €2.20 per share (total dividend to distribute € 5,935,776.00) for the year ended 31 December 2025 which will be paid during the year ending 31 December 2026 (year ended 31 December 2024: €6,043,699.20 or €2.24 per share paid during year ended 31 December 2025).
DIRECTORS AND DIRECTORS' INTERESTS
The following directors have held office during the period and up to the date of approval of the financial statements, except as noted below:
M Cannata
C Pietroluongo
A Battaglia
A Proni
S Gallagher
None of the Directors had any interest in the shares of the Company. There are no directors' interest requiring disclosure under Companies Act 2006.
POLICY AND PRACTICE ON PAYMENT OF CREDITORS
It is the Company's policy that payments to suppliers are made in accordance with those terms and conditions agreed between the Company and its suppliers, provided that all trading terms and conditions have been complied with.
DIRECTORS' LIABILITIES
The Company has Directors and Officers insurance which provides an indemnity to one or more of its directors against liability in respect of proceedings brought by third parties. Such qualifying third-party indemnity provision remains in force as at the date of approving the Directors' Report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including Financial Reporting Standard 101, ‘Reduced Disclosure Framework' (FRS 101).
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing those financial statements, the Directors are required to:

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select suitable accounting policies and then apply them consistently;

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make judgements and accounting estimates that are reasonable and prudent;

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state whether applicable United Kingdom Accounting Standards, including FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements; and

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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
7
EUROMTS LIMITED
DIRECTORS' REPORT (CONTINUED)
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
GOING CONCERN
The Directors have reviewed the Company‘s forecasts and projections, taking into account reasonably possible changes in trading performance, which show that the Company has sufficient financial resources.
On the basis of this review, and after making do enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and for at least 12 months from the approval of the financial statements. In addition, MTS S.p.A., the immediate parent confirms that it has the necessary resources and intends to continue to provide financial support for the ongoing operations of EuroMTS Limited for a period of at least 12 months following the date of approval of EuroMTS Limited financial statement. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
The Directors considered the impact of the geopolitical tensions that escalated in the Middle East in February 2026. The Directors evaluated the potential effects of these developments on the Company's forward-looking forecasts, liquidity position, and key assumptions underlying the measurement of insurance liabilities.
Based on the information available at the date of approval of the financial statements, management concluded that these developments do not have a material impact on the Company's operations, financial position, liquidity, or the use of the going concern basis of preparation. The Directors will continue to monitor developments and reassess their impact as appropriate.
POST BALANCE SHEET EVENTS
The Directors confirm that there were no significant events occurring after the balance sheet date, up to the date of this report that would meet the criteria to be disclosed or adjusted in the financial statements for the year ended 31 December 2025.
DIRECTORS' STATEMENTS AS TO DISCLOSURE OF INFORMATION TO AUDITORS
In the case of each of the persons who are Directors of the Company at the date when this report was approved:

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so far as each of the Directors is aware, there is no relevant audit information of which the Company's auditors are unaware; and

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each of the Directors has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
AUDITORS
Grant Thornton (NI) LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming annual general meeting.
By order of the Board
Angelo Proni
Director and Chief Executive Officer
14 April 2026
8
INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF EUROMTS LIMITED
___________________________________________________________________________________________________
Opinion
We have audited the financial statements of EuroMTS Limited (“Company”), which comprise the Income statement, the Statement of Financial Position and the Statement of Changes in Equity for the year ended 31 December 2025, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and accounting standards issued by the Financial Reporting Council including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, EuroMTS Limited's financial statements:

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give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2025 and of its financial performance for the year then ended; and

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have been properly 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 ‘Responsibilities of the auditor 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 FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances for the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of 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 the date when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Other information comprises information included in the annual report, other than the financial statements and our auditor's report thereon, including the Directors' Report and the Strategic Report. The directors are responsible for the other information. 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.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:

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

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the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF EUROMTS LIMITED
___________________________________________________________________________________________________
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 any material misstatements in the Strategic Report and the Directors' Report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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we have not received all the information and explanations we require for our audit.
Responsibilities of management and those charged with governance for the financial statements
As explained more fully in the Directors' responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 and for such internal control as directors determine necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management 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 management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of an auditor's 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Financial Conduct Authority, Data Privacy law, and Employment Law and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:

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enquiries of management and legal functions, on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;

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inspection of the Company' regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;

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gaining an understanding of the entity's current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;

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discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit.
10
INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF EUROMTS LIMITED
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Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

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identifying and testing journal entries to address the risk of inappropriate journals and management override of controls

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designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing

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challenging assumptions and judgements made by management in their significant accounting estimates, including the provision for impairment of trade receivables and assumptions used in the calculations of the share-based payments; and

- *

review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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.
Nikita Lynn FCA (Senior Statutory Auditor)
For and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors
Belfast
Northern Ireland
16 April 2026
11
EUROMTS LIMITED
INCOME STATEMENT
Year ended 31 December 2025
Year ended 31
Year ended 31
December 2025
December 2024
Notes
€
€
18,613,562
Revenues
3
16,629,619
(5,843,855)
Cost of sales
4
(4,176,717)
12,769,707
Gross profit
12,452,902
(4,588,253)
(4,992,948)
Administrative expenses
5
7,776,759
7,864,649
Operating profit
164,528
Interest receivables and similar income
8
254,597
7,941,287
8,119,246
Profit on ordinary activities before taxation
Taxation
9
(1,990,243)
(2,039,882)
Profit for the financial year
5,951,044
6,079,364
The notes on pages 15 to 29 form an integral part of these financial statements.
All results are derived from continuing activities. There is no other comprehensive income.
12
EUROMTS LIMITED
STATEMENT OF FINANCIAL POSITION
At 31 December 2025
31 December 2025
31 December 2024
Notes
Non current assets
5,915
5,915
Available for sale investments
10
199,809
200,681
Deferred tax assets
11
205,724
206,596
Current assets
3,609,076
2,933,518
Debtors: amounts falling due within one year
13
90,050
-
0
Current tax
9
15,868,527
16,787,156
Cash and cash equivalents
14
19,567,653
19,720,674
19,773,377
19,927,270
Total assets
Current liabilities
3,530,952
3,875,311
Creditors: amounts falling due within one year
15
50,729
Current tax
9
-
0
7,282
Contract liabilities
15
7,277
3,933,322
Total liabilities
3,538,229
15,993,948
Net Assets
16,235,148
Equity
Capital and reserves attributable to the Company's
equity holders
Share capital
16
3,926,196
3,926,196
Share premium
16
981,549
981,549
Retained earnings
16
11,168,755
11,261,411
Other reserves
17
(82,552)
65,992
Total equity and shareholders funds
15,993,948
16,235,148
The notes on pages 15 to 29 form an integral part of these financial statements.
The financial statements on pages 12 to 29 were approved by the Board on 14 April 2026 and signed on its behalf by:
Angelo Proni
Director and Chief Executive Officer
14 April 2026
Registered number: 03615752
13
EUROMTS LIMITED
STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2025
Attributable to equity holder of the Company
Other reserves
Share capital
Share premium
Retained Earnings
Share scheme
Total equity
€
€
€
€
€
31 December 2023
3,926,196
981,549
7,545,866
2,335,872
14,789,484
Profit for the financial year
-
-
6,079,364
-
6,079,364
Total comprehensive income
-
-
6,079,364
-
6,079,364
Transactions with owners:
Interim dividend relating to the year ended 31 December
-
-
(4,424,851)
-
(4,424,851)
2024 (Note 13)
Share scheme charge
-
-
-
(245,225)
(245,225)
Share reclass
2,061,032
(2,061,032)
-
Tax in relation to employee share scheme expenses
36,377
36,377
31 December 2024
3,926,196
981,549
11,261,411
65,992
16,235,148
Profit for the financial year
-
-
5,951,044
-
5,951,044
Total comprehensive income
-
-
5,951,044
-
5,951,044
Transactions with owners:
Interim dividend relating to the year ended 31 December
-
-
(6,043,699)
-
(6,043,699)
2025 (Note 12)
Share scheme charge
-
-
-
(218,315)
(218,315)
Tax in relation to employee share scheme expenses
69,771
69,771
31 December 2025
3,926,196
981,549
11,168,755
(82,552)
15,993,948
The notes on pages 15 to 29 for an integral part of these financial statements.
14
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
1.
Basis of preparation and accounting policies
Basis of Preparation
The financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006 (the Act). FRS 101 sets out a reduced disclosure framework for a ‘qualifying entity' as defined in the standard which addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying entities that otherwise apply the recognition, measurement and disclosure requirements of International Financial Reporting Standards (“IFRS”) adopted by the United Kingdom (“UK”).
The Company is a qualifying entity for the purposes of FRS 101. Note 20 gives details of the Company's ultimate parent and from where its consolidated financial statements prepared in accordance with IFRS as adopted by the EU may be obtained.
The following disclosure exemptions under FRS 101 have been considered and applied where deemed to be applicable:

- *

IAS 7 cash flow statements and related notes;

- *

reduced IFRS 2 disclosure for share-based payment arrangements in a subsidiary's financial statements;true

- *

IAS 8 the listing of new or revised standards that have not been adopted (and information about their likely impact) may be omitted;true

- *

reduced IAS 36 disclosure of impairment review;true

- *

reduced IFRS 3 disclosure for business combinations during and after the period;true

- *

reduced IFRS 5 disclosure for discounted operations;true

- *

reduced IFRS 7 disclosure of financial instruments;true

- *

reduced IFRS 13 disclosure relating to fair value measurement;true

- *

IAS 24 related party disclosures for wholly owned group companies transactions and disclosure of key management compensation;true

- *

IAS 1 the requirement to present comparatives in roll-forward reconciliations for movements on share capital, property plant and equipment;true

- *

reduced IAS 1.134-1.136 disclosure on capital management; and true

- *

reduced disclosure for IFRS 15 ‘Revenue from Contracts with Customers;

- *

reduced disclosure for IFRS 16 ‘Leases'.
Some accounting pronouncements which have become effective from 1 January 2025 and have therefore been adopted do not have a significant impact on the Company's financial results or position.
These financial statements are prepared under the historical cost convention.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies (See Note 2). The Company is a private limited company, limited by shares and incorporated and domiciled in England and Wales. The address of its registered office is CARGO Building 25 North Colonnade London E14 5HS.
These financial statements are presented in Euro, which is the Company's presentational and functional currency.
Going concern
The Directors have reviewed the Company‘s forecasts and projections, taking into account reasonably possible changes in trading performance, which show that the Company has sufficient financial resources. On the basis of this review, and after making do enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and for at least 12 months from the approval of the financial statements. In addition, MTS S.p.A., the immediate parent confirms that it has the necessary resources and intends to continue to provide financial support for the ongoing operations of EuroMTS Limited for a period of at least 12 months following the date of approval of EuroMTS Limited financial statement. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
The Directors considered the impact of the geopolitical tensions that escalated in the Middle East in February 2026. The Directors evaluated the potential effects of these developments on the Company's forward-looking forecasts, liquidity position, and key assumptions underlying the measurement of insurance liabilities.
15
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
Based on the information available at the date of approval of the financial statements, management concluded that these developments do not have a material impact on the Company's operations, financial position, liquidity, or the use of the going concern basis of preparation. The Directors will continue to monitor developments and reassess their impact as appropriate.
Accounting policies
Income statement
Revenue
Revenue is measured based on the consideration specified in a contract with a customer. Amounts deducted from revenue relate to discounts, value added tax and other sales related taxes, and revenue share arrangements whereby as part of an operating agreement amounts are due back to the customer and pass-through costs where the Company has arrangements to recover specific costs from its customers with no mark-up.
The Company recognizes revenue as services are performed and as it satisfies its obligations to provide a product or service to a customer. Further details of the Company's revenue accounting policy are set out below:
a) Commission and brokerage-fees revenues are services generate fees for trades, which are recognised as revenue at the point when the service is rendered on a per transaction basis. Services are billed on a monthly basis;
b) Data sales include revenues to data vendors (i) for data sales – revenue is recognised on a straight-line basis over the period to which the fee relates, invoiced monthly in arrears; (ii) for royalties – revenue is recognised at the date at which they are earned or measurable with certainty. Data subscription and index licence fees are recognised over the licence or usage period as the Company meets its obligation to deliver data consistently throughout the licence period. Services are billed on a monthly, quarterly and annual basis; and
c) Management fees – the service is mainly related to activities rendered to group companies for product development and is recognised as revenue at the point the service is rendered and becomes payable when invoiced.
Customer contracts that contain a single performance obligation at a fixed price do not require variable consideration to be constrained or allocated to multiple performance obligations. Any variable element is subsequently recognised in the period in which the variable factor occurs. Services provided under a tiered and tariff pricing structure generates a degree of variability in the revenue streams from the contract. Where the future revenue from a contract varies due to factors that are outside of the Company's control, the Company limits the total transaction price at contract inception and recognises the minimum expected revenue guaranteed by the terms of the contract over the contract period. Any variable element is subsequently recognised in the period in which the variable factor occurs.
The Company does not have any contracts where the period between the transfer of services to a customer and when the customer is expected to pay for that service to be in excess of one year. Consequently, no adjustments are made to transaction prices for any financing component.
To determine whether to recognise revenue, the Company follows a five-step process:
1. Identifying a contract with a customer
2. Identifying the performance obligation
3. Determining the transaction price
4. Allocating the transaction price to the performance obligation
5. Recognise revenue when/as performance obligation(s) are satisfied.
Cost of sales
Cost of sales comprises data and licence fees, data feed costs, expenses incurred in respect of revenue share arrangements and any other costs linked and directly incurred to generate revenues and provide services to customers.
Revenue share expenses presented within cost of sales relate to arrangements with customers where the revenue share payment is not limited to the amount of revenues receivable from the specific customer.
Pension costs
The Company operates defined contribution pension schemes. For defined contribution schemes, the Company pays a core contribution and will match employee contributions up to a maximum of four per cent of pensionable pay. Contributions are charged to the income statement as incurred.
16
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
Share based compensation
The Company operates share-based compensation plans for employees, settled in shares of the ultimate parent Company, Euronext N.V.. The charge to the income statement is determined by the fair value of the options granted or shares awarded at the date of grant and recognised over the relevant vesting period. All share-based compensation is ultimately recognised as an expense in profit or loss with a corresponding credit to share scheme reserves.
Foreign currencies
These financial statements are presented in Euro, which is the Company's presentational and functional currency.
Foreign currency transactions are converted into the functional currency using the rate ruling at the date of the transaction or at the monthly average as a proxy. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year-end rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
The GBP-EUR spot exchange rate used for translating monetary assets and liabilities as at 31 December 2025 is 1.14716 (31 December 2024: 1.20852).
Interest income and expenses
Interest income and expense comprise interest earned on cash deposited with financial counterparties and interest paid on borrowings which reflect the agreed market-based or contractual rate for each transaction undertaken during the period and calculated using the effective interest rate method.
Statement of Financial Position
Current and deferred taxation
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income and any adjustment to tax payable in respect of previous years.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not recognised if it arises from the initial recognition of an asset or liability in a transaction (other than a business combination) that affects neither accounting nor taxable profit or loss at that time. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority.
Financial instruments
The Company classifies its financial instruments as fair value through other comprehensive income (FVOCI) or amortised cost.
a)
Financial assets at amortised cost: are financial assets that are held in order to collect the contractual cash flows and the contractual terms give rise to cash flows that are solely payments of principal and interest. This includes the Company's cash and cash equivalents and trade and other receivables.
b)
Financial assets at fair value through other comprehensive income (FVOCI): this category includes investments in financial assets. Any profit or loss recognised in other comprehensive income on debt instruments is recycled to the income statement if the asset is sold. Any profit or loss on an equity investment remains in retained earnings and is not recycled through the income statement.
c)
Financial liabilities at amortised cost: all financial liabilities that are not at fair value through profit and loss (FVPL) are held at amortised cost. This comprises the Company's trade and other payables balances and borrowings.
17
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
Subsequent measurement:
The Company adopts a forward-looking approach to estimate impairment losses on financial assets. An expected credit loss (ECL) is calculated based on the difference between the contractual cash flows due and the expected cash flows. The difference is discounted at the asset's original effective interest rate and recognised as an allowance against the original value of the asset.
Financial assets at amortised cost – the ECL for trade receivables and cash and cash equivalents are calculated using IFRS 9's simplified approach using lifetime ECL. The provision is based on historic experience of collection rates, adjusted for forward looking factors specific to each counterparty and the economic environment at large to create an expected loss matrix. The ECL on other financial assets held at amortised cost is measured using the general approach. The Company calculates an allowance based on the 12-month ECL at each reporting date until there is a significant increase in the financial instrument's credit risk, at which point the Company will calculate a loss allowance based on the lifetime ECL, as described above for FVOCI assets.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Fees receivable
Fees receivables are recognised when there is an unconditional right to consideration in exchange for goods or services transferred, but no fee invoice has been formally issued. Amounts are transferred to trade receivables when a formal invoice has been issued.
Contract liabilities
Revenue relating to future periods is classified as a contract liability on the balance sheet to reflect the Company's obligation to transfer goods or services to a customer for which it has received consideration, or an amount of consideration is due, from the customer.
Contract liabilities are amortised and recognised as revenue in the income statement over period the services are rendered.
Cash and cash equivalents
Cash and cash equivalents comprise deposits held at call with banks, that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as ‘Creditors: amounts falling due within one year if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as ‘Creditors: amounts falling due after more than one year'.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Share capital
The share capital of the Company consists of only one class of Ordinary Shares and these are classified as equity.
Retained earnings
Retained earnings consists of amounts recognised within profit and loss in the financial year.
Fair value reserve
Fair value reserve, a non-distributable reserve set up as a result of the available for sale investment revaluation.
Share scheme reserve
Share scheme reserve, a non-distributable reserve set up as a result of the award of Euronext NV shares to employees of the Company.
Dividend distributions
Dividend distributions to the Company's equity holders are recognised as a liability in the financial statements in the period in which the dividends are approved by the Company's shareholder.
18
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
2.
Significant judgements and estimates
Judgements and estimates are regularly evaluated based on historical experience, current circumstances and expectations of future events.
The significant estimates and judgements are as follows:
Estimates:

- *

Provision for impairment of trade receivables particularly in respect of the estimates and assumptions used in developing the expected credit loss provision (see note 13);

- *

Assumptions used in the calculation of share-based payments - (see note 6 – Employee costs and note 17 – share schemes). The Company estimates the costs for share based payments considering the year end number of employees and match of all the share schemes conditions.
Judgements:

- *

Deferred tax assets – (see note 11) The Company recognises deferred tax assets to the extent it is probable they will be recoverable against future taxable profits the actual achievement of which is not certain.
19
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
3.
Revenue
Year ended 31
Year ended 31
December 2025
December 2024
€
€
Commission and brokerage fees
5,357,536
3,780,535
Data sales
12,635,196
11,843,099
Management fees
620,830
1,005,985
Total
18,613,562
16,629,619
The Directors consider that the Company has one class of business constituting a single business segment, with principal operations and customers of the Company in the European Union. Therefore, no further information on business or geographical segments is disclosed. Revenue is analysed under three separate revenue streams and represents amounts derived under the provision of services in line with the accounting policies.
Management fees mainly relate to services provided to MTS S.p.A for sales and product development team activities.
The increase in Commission and brokerage fees is driven by an increase in cash volumes on BondVision UK MTF which totalled €716 billion for the period January to December 2025 compared to €313 billion in January to December 2024, an increase of 129%, which was predominantly driven by higher volumes traded by Hedge Funds. Whilst Repo volumes on BondVision UK MTF totalled €184bn for the period January to December 2025, compared to €407bn in January to December 2024, a decrease of 55%. On a term adjusted basis, Repo volumes on BondVision UK MTF were down 44%, from €3,826bn in 2024 to €2,136bn in 2025.
The contract assets amount to €633,239 (2024: €670,831) and are all related to data sales. The contract liabilities are €7,282 (2024: €7,277).
4.
Cost of sales
Cost of sales comprise the following:
Year ended 31
Year ended 31
December 2025
December 2024
€
€
4,649,744
3,250,366
Technology
848,329
682,870
Data sales royalties
Information providers
345,782
243,481
5,843,855
4,176,717
Total
20
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
5.
Expenses by nature
Administrative expenses comprise the following:
Year ended 31
Year ended 31
Notes
December 2025
December 2024
€
€
Fee payable to company's auditors for audit of financial statement
21
61,373
62,812
6
Employee costs
3,605,112
3,536,161
Rent
160,125
257,068
Professional fees
148,267
191,479
Marketing
60,387
8,213
Technology costs
536,089
377,712
Foreign exchange loss/(gains)
126,535
(110,134)
Euronext Corporate functions recharge
(124,487)
(233,561)
Insurance
66,814
79,745
Travel and Accommodation
336,429
254,023
Depreciation
-
1,269
Other costs
16,304
163,466
Total expenses
4,992,948
4,588,253
Other costs mainly include bank charges, non-recoverable VAT and, only in 2024, loss from asset disposal.
6.
Employee costs
Employee costs comprise the following:
Year ended 31
Year ended 31
Note
December 2024
December 2025
€
€
Salaries and other short term benefits
1,846,892
2,042,511
Social security costs
882,013
724,555
Pension costs
18
343,481
395,348
Share based compensation
17
361,891
229,103
Other staff costs
170,835
144,644
3,536,161
3,605,112
Total
In December 2021, the Company joined the Euronext Performance Share Plan. The total charge for the year ended 31 December 2025 was € 361,891 (2024: €229,103) (See Note 17 for details).
Year ended 31
Year ended 31
December 2025
December 2024
The number of employees including directors in the Company was:
Marketing & Sales
19
19
Operations
12
10
At the year end
31
29
Monthly average for the year
30
28
21
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
7. Directors' remuneration
The Directors' aggregate remuneration in respect of qualifying services were:
Year ended 31 December 2025
Year ended 31 December 2024
Remuneration received
254,020
237,533
Benefits
5,277
5,559
Value of contributions to pension schemes
13,192
13,898
Share based payments
167,799
234,744
Total expenses
440,288
491,734
During the year, one Director (2024: one) had retirement benefits accruing under Group Personal Pension schemes.
60% of remuneration, benefits and pension scheme contributions of the highest paid director are recharged to another company under common control; accordingly, only 40% of the total amounts expensed by the company is presented in the table above. Shared based payment expenses are not recharged and so 100% of the amount incurred is shown in the above table.
The Directors' remuneration disclosed above includes the following amounts for the highest paid Director:
Year ended 31 December 2019
Year ended 31 December 2025
Year ended 31 December 2024
Year ended 31 December 2021
Year ended 31 December 2020
234,020
217,533
156,956
Remuneration received
285,015
277,590
5,277
5,559
3,924
Benefits
2,495
2,418
13,192
13,898
9,810
Value of contributions to pension schemes
16,010
15,481
167,799
234,744
220,301
Share based payments
387,345
314,174
420,288
471,734
390,991
Total
690,865
609,663
The highest paid director was awarded by Euronext N.V., the ultimate parent of the Company, n.1,208 performance shares during the year (2024: n.1,557). No other directors were awarded or exercised performance shares during the year (2024: nil) in respect of qualifying services to the Company.
8. Interest receivable and similar income or expense
Year ended 31
Year ended 31
December 2025
December 2024
Bank deposit and other interest
164,528
254,597
Interest income refers to interest on bank account.
23
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
9. Taxation
The standard UK corporation tax rate was 25% (25% for the year ended 31 December 2024).
Year ended 31
Year ended 31
December 2025
December 2024
Taxation charged/(credited) to the income statement
€
€
Current tax:
Corporation tax for the year
1,987,754
2,071,164
Adjustments in respect of prior years
(23,436)
0
Total current tax
1,964,318
2,071,164
Deferred tax:
Deferred tax for the current year
2,489
(31,282)
Adjustments in respect of prior years
23,436
-
0
Effect of changes in the tax rate
-
-
Total deferred tax
25,925
(31,282)
Tax on profit on ordinary activities
1,990,243
2,039,882
Year ended 31
Year ended 31
December 2025
December 2024
Taxation on items not (credited)/charged to the income statement
€
€
Current tax credit:
-
Current tax
(42,974)
Deferred tax current year charge/(credit)
(26,797)
(36,377)
Total
(69,771)
(36,377)
Year ended 31
Year ended 31
December 2024
December 2025
€
€
Profit before taxation from continuing operations
7,941,287
8,119,246
Tax on profit at standard UK tax rate of 25% (2024: 25%)
1,985,322
2,029,812
(Income not taxable)/ Non-deductible expenses
245
3,435
Effect of changes in the tax rate
-
0
1
3,183
Share options - Current tax
28,807
Share options - Deferred tax
1,493
(22,175)
-
0
Other
2
Income tax from continuing operations
1,990,243
2,039,882
The deferred tax asset at 31 December 2025 has been calculated based on 25%, reflecting the expected timing of the reversal of the related temporary difference (2024: 25%).
23
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
10. Available for sale investments
31 December 2025
31 December 2024
Available for sale investments
5,915
5,915
The investments included above represent investments in non-quoted equity securities (Swift Scrl) that present the Company with opportunity for return through capital appreciation. They have no fixed maturity or coupon rate. The fair values of securities are based on last traded price offered by the issuing party for redemption of the securities and is defined as level 2 under IFRS 7 fair value hierarchy. The investments were acquired from MTS Spa on 19 July 2022.
11. Deferred tax
Other
Accelerated tax
temporary
Total
depreciation
differences
€
€
€
1 January 2024
(6,078)
138,228
132,150
Tax credited to income statement
9,682
21,600
31,282
Tax credited to equity
-
0
36,377
36,377
31 December 2024
3,604
196,205
199,809
Tax credited to income statement
(649)
(25,276)
(25,925)
Tax credited to equity
-
0
26,797
26,797
31 December 2025
2,955
197,726
200,681
Deferred tax assets at 31 December 2025
2,955
197,726
200,681
Deferred tax assets at 31 December 2024
3,604
196,205
199,809
The deferred tax asset is recoverable against future taxable profits and is due after more than one year.
The deferred tax asset on other temporary differences of €197,726 (31 December 2024: €196,205) is in respect of share-based payments €186,977 (31 December 2024: €161,673) and retirement benefits and other €10,749 (31 December 2024: €34,532).
There is no unrecognised deferred tax asset at 31 December 2025 and 31 December 2024.
12. Dividends
31 December 2025
31 December 2024
Interim dividend paid in May 2025 : €2,24 per Ordinary share
6,043,699
4,424,851
The Board has declared a final dividend in respect of the year ended 31 December 2025 of € 5,935,776, €2.20 per ordinary share, to be paid starting from May 2026. This is not reflected in these financial statements.
24
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
13. Debtors: amounts falling due within one year
31 December 2025
31 December 2024
€
€
Trade receivables
1,820,168
1,910,489
Fees receivable
633,239
670,831
Less: Provision for impairment of trade receivables
-
-
Trade receivables - net
2,453,407
2,581,320
Amounts due from immediate parent company
272,084
834,127
Amount due from companies under common control
-
79,318
Prepayments
208,028
114,310
Total debtors
2,933,518
3,609,076
The carrying values less impairment provisions of trade receivables and other receivable are reasonable approximations of fair values. All trade and other receivables are denominated in Euro.
The amounts due from Parent and other amounts due from companies under common control are interest free and repayable on demand.
Fees receivable
Fees receivable primarily related to the Company's rights to consideration for work completed but not invoiced at the reporting date. The Company has decided that these amounts are not conditional except for the passage of time and has therefore opted to include these amounts within Debtors: amounts falling due within one year as “fees receivable”. There is no change in the total of assets recognised.
The recognition of and release of in the provision for impaired receivables is included in administrative expenses in the income statement.
The other classes within debtors and the other categories of financial assets do not contain impaired assets.
14. Cash and cash equivalents
31 December 2025
31 December 2024
Cash at bank
16,787,156
15,868,527
Total
16,787,156
15,868,527
There are no differences between the book and fair value of the above balances. Management does not expect any losses as a result of non-performance by the counterparties holding cash and cash equivalents.
25
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
15. Creditors: amounts falling due within one year and Contract Liabilities
31 December 2025
31 December 2024
€
€
Trade payables
4,088
8,236
Amounts owed to immediate parent company
-
-
Amounts owed to companies under common control
796,249
763,314
Social securities and other taxes
825,211
752,552
Accruals and other payables
2,249,763
2,006,850
Total creditors
3,875,311
3,530,952
Current
Contract liabilities
1
7,282
7,277
Contract liabilities
7,282
7,277
1 Contract liabilities primarily relate to the consideration received from customers for which services have not yet been rendered.
Amounts due to companies under common control and amounts due to parent company are interest free and repayable on demand.
Accruals and payables include € 458,136 (€ 209,497) of accruals, € 1,554,398 (€ 1,508,194) relating to payroll related costs and € 237,229 (€ 289,159) relating to other tax related items.
The carrying amount of creditors: amounts falling due within one year are reasonable approximations of fair value.
16. Share capital and share premium
31 December 2025
31 December 2024
Number
Share Capital (€)
Share Premium (€)
Number
Share Capital (€)
Share Premium (€)
Issued, called up and fully paid
Ordinary shares of 1£ each
2,698,080
3,926,196
981,549
2,698,080
3,926,196
981,549
The authorised number of shares is 2,922,920 (31 December 2024: 2,922,920).
17. Share schemes
“10 Shares For All”
In May 2023, 2024, and 2025, Euronext awarded 10 shares of Euronext N.V. free of charge to each employee of the Group in possession of the following eligibility requirements at that date:

- *

hired for an indefinite period (including part time) as of 30 September 2021

- *

active duty in any of the companies of the Borsa Italiana group (excluding apprentices, employees suspended in the notice period, on long-term leave).
The assigned shares are registered in an account with BT, Banque Transatlantique, the manager of the equity plan, for a period of three years, which is referred to as the vesting period. The shares will vest and become the property of the employee 3 years after the grant date, provided that:

- *

he is still a Euronext employee;

- *

that the company remains profitable.
26
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
“PSP-Performance Share Plan”
In May 2023, 2024, and 2025, Euronext awarded a group of executives and senior managers selected by the Managing Board the opportunity to receive Euronext N.V. shares free of charge. Upon the satisfaction of certain performance conditions to be verified at the end of a period of three years from the grant date. The shares assigned are divided into two equal parts and the respective performance conditions are measured separately, with reference to:

- *

performance of the Total Shareholder Return of Euronext N.V. compared to the STOXX Europe 600 Financial Services index;

- *

EBITDA
The shares will vest and become the property of the employee 3 years after the grant date, provided that:

- *

the performance results have been achieved;

- *

that the employee is still part of the selected executives and senior managers.
The movements of the plans during the year 2025 are shown below:
no. of shares
Ten Shares
LTIP
Total
Opening balance at 1 January 2025
480
10,516
10,996
Granted shares
210
2,593
2,803
(3,547)
Vested shares
(120)
(3,427)
Cancelled shares
(160)
(160)
Transferred shares
10
10
Closing balance at 31 December 2025
420
9,682
10,102
The cost charged to the 2025 financial year amounts to euro 361,891, net of the pension pays. The fair value of the shares assigned during the year was determined using a probabilistic valuation model. The main valuation assumptions used in the model are the following:
LTI
LTI
Ten Share
performance
no performance
Date of grant
19-May-25
19-May-25
19-May-25
Grant date share price
147.70 €
147.70 €
147.70 €
Expected life
3 years
3 years
3 years
Dividend yield
2.76%
2.76%
Risk-free interest rate
1.91%
1.91%
Volatility
21.06%
21.06%
Fair value TSR
147.70 €
137.62 €
18. Pension commitments
The Company operates a defined contribution pension scheme whose assets are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company, which was paid on its behalf by another Group company, for the year and amounted to €343,481 (2024: €395,348). Outstanding amount at year end is €38,751 (2024: €38.015).
27
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
19. Transaction with related parties
MTS S.p.A. owns 2,698,080 ordinary shares of £1 each in the Company which represents the Company's entire issued ordinary share capital. The nature of the relationship and the number of transactions with related parties during the year were as follows:
Total value of transaction during the
Amount owed (to)/by EuroMTS Limited
period (expense)/ income
Related party
Nature of transaction
31 December 2025
31 December 2024
31 December 2025
31 December 2024
MTS S.p.A.
Fee for services during the year
620,830
1,005,985
135,113
(226,638)
MTS S.p.A.
Secondment recharge
3,223,630
2,931,416
(292,212)
(595,321)
Recharge of BondVision Membership
MTS S.p.A.
-
-
38,684
29,328
fees
MTS S.p.A.
Board fees recharge
-
-
40,000
20,000
MTS S.p.A.
Monitoring and Client services
(23,251)
(23,250)
-
-
MTS S.p.A.
Recharges of technology costs
(536,089)
(377,712)
-
-
MTS S.p.A.
Charges for Data sales services
(4,649,744)
(3,242,866)
-
-
MTS S.p.A.
Recharge of Properties
160,125
258,124
(193,668)
(61,495)
Montetitoli Spa
Fee for Market Data Licence
21,000
21,000
-
-
Marche de Titres France
Charges for Data sales services
(561,761)
(422,239)
-
-
CC&G S.p.A.
Fee for Market Data Licence
42,098
47,585
-
-
Borsa Italiana S.p.A.
Recharge insurance
-
-
31,953
-
Borsa Italiana S.p.A.
MTS Data Product Licence
15,120
-
-
-
Euronext Technologies Srl
MTS Real-Time Data Re-distribution
18,750
-
-
-
Gatelab Ltd
Other costs recharge
-
-
-
(79,318)
Euronext London Ltd
Recharge of Properties
(320,249)
(515,192)
-
-
Euronext London Ltd
Health insurance
(106,081)
(120,900)
-
-
Euronext London Ltd
Other costs recharge
-
(388)
-
-
Euronext NV
Recharge share scheme
-
-
679,212
488,090
Euronext Amsterdam NV
Other costs recharge
-
(32,800)
-
-
Euronext Amsterdam NV
Corporate Functions
124,487
233,561
85,084
275,224
28
EUROMTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2025
20. Ultimate parent company
As at 31 December 2025, the Company's immediate parent is MTS S.p.A. which is a company incorporated and operates in Italy. The ultimate parent undertaking and the parent that headed the smallest and largest group of undertakings for which consolidated financial statements were prepared is Euronext N.V., a company incorporated in the Netherlands. One hundred per cent of the issued share capital of the Company was beneficially owned by its immediate parent undertaking.
A copy of the Euronext N.V. consolidated financial statements can be obtained from Euronext N.V., Beursplein 5, 1012 JW Amsterdam and on Euronext website.
21. Other statutory information
Auditors' remuneration payable to Grant Thornton (NI) LLP and its associates comprise the following:
Year ended 31
Year ended 31
December 2025
December 2024
€
€
Audit of the Company's financial statements
56,211
57,374
Other Assurance service
5,162
5,438
61,373
62,812
In the current and prior year, Grant Thornton (NI) LLP provided audit related assurance services to the Company. There were no other non-audit services provided to the Company in the current and prior year.
22. Commitments and contingencies
There were no contracted capital commitments and other contracted commitments provided as at 31 December 2025 and 31 December 2024.
23. Post balance sheet events
The Directors confirm that there were no significant events occurring after the balance sheet date, up to the date of this report that would meet the criteria to be disclosed or adjusted in the financial statements for the year ended 31 December 2025.
29
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