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London Stock Exchange : LSEG Netherlands BV Annual Report 2025
London Stock Exchange : LSEG Netherlands BV Annual Report

About this update from London Stock Exchange Group Plc
LSEG Netherlands B.V. Annual Report for the year ended 31 December 2025 Chamber of Commerce Number: 81019548 TABLE OF CONTENTS Management Board report 1 Balance Sheet 8 Income statement 9 Notes to the financial statements 10 Other information 25 Management Board report The board of directors presents the annual report, together with the financial statements for the financial year ended 31 December 2025. The annual report is reviewed and approved by the board of directors of LSEG Netherlands B.V. The financial statements are prepared in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code ('Dutch GAAP') and the firm pronouncements in the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board ('Raad voor de Jaarverslaggeving'). All financial information is presented in euros and has been rounded to the nearest thousand, unless otherwise stated. General Information LSEG Netherlands B.V. (the 'Company') was incorporated on 26 November 2020. The Company is registered in the Commercial Register of the Chamber of Commerce under the file number 81019548. The registered office is 10th floor, Eduard van Beinumstraat 24, Amsterdam 1077 CZ, Netherlands. Objectives and core activities The Company's main activity is to raise debt through the issuance of bonds and commercial paper and to manage the financing activities for London Stock Exchange Group plc and its subsidiaries (the 'Group' or 'LSEG'). As of 31 December 2025, the Company had outstanding bond and commercial paper issuances of €3.5 billion and €850 million, respectively. The bonds are listed on the Main Market of the London Stock Exchange. During the year, the Group updated its Euro Medium Term Note (EMTN) Programme, increasing the limit to £10 billion (from £4 billion). The programme provides flexible financing capacity, including for the general corporate purposes of the Group. In November 2025, the Company issued a fixed rate €500 million bond under the Group's EMTN Programme, maturing in 2031. Ultimate parent company LSEG Netherlands B.V. is a wholly owned subsidiary of, and its ultimate parent is, London Stock Exchange Group plc (LSEG plc or the 'parent company'). The financial information of the Company is consolidated in the financial statements of LSEG plc. A copy of the consolidated financial statements can be obtained from 10 Paternoster Square, London, EC4M 7LS, United Kingdom. Review of the business The income statement is set out on page 9. The Company's interest income of €88.7 million (2024: €103.1 million) was mainly earned from loans provided to Group companies. This was offset by interest expense of €89.0 million (2024: €101.0 million), which was primarily payable on external borrowings. Net loss for the year was €126,000 (2024 Profit: €1.5 million), which was primarily due to hedge ineffectiveness on fair value hedges. The balance sheet is on page 8. Borrowings related to bonds totaled €3,514 million (2024: €3,536 million). The carrying value of commercial paper issuances was €850 million (2024: €252 million). Receivables from Group companies was €4,345 million (2024: €3,852 million), the increase was mainly due to a net increase in on-lending to Group companies. Dividends No dividends have been proposed or paid in the year (2024: €64 million). Composition of the Board of Directors Control over the Company through the management board is to a large extent influenced by the ultimate shareholder. The board of directors of the Company is listed below: Theoni Kapopoulou - Executive Director Erol Koma - Executive Director Guido van Ingen- Executive Director (appointed on 28 May 2025) Joseph Braunhofer - Non-executive Director Damien Maltarp - Non-executive Director Lisa Condron - Non-executive Director (resigned on 28 May 2025) At the date of this report, the Company has five directors (three executive and two non-executive) of which one is female (executive director). The objective is to have 1/3 rd female representation on the board for both executive and non-executive directors, as part of achieving gender diversity. The Company has achieved the target of 1/3 rd female representation for executive directors. The Company will continue to consider gender diversity when appointing new directors to achieve the target for non-executive directors. Employee development Due to the nature of the business, and as the Company does not have any employees directly, the Company did not undertake any employee development activities during the year ended 31 December 2025. The Company does not expect to perform any employee development activities during 2026. Culture and behaviour LSEG's Code of Conduct represents our personal and professional commitment to hold ourselves to the highest standards. All employees within the Group are required to complete annual mandatory training on the Group's Code of Conduct. LSEG's Speak Up Policy and process exists to enable Group employees to raise concerns about adherence to the Group's Code of Conduct, relevant laws and regulations or conduct which is potentially unethical or harmful. LSEG's Speak Up Policy outlines how concerns can be raised confidentially while offering protection from retaliation and confidence that colleague concerns will be assessed and thoroughly investigated. Reports can be made anonymously, if preferred, via the 24-hour Speak Up hotline which is independent from LSEG. All whistleblowing reports are reviewed by a Speak Up triage team and reported to the LSEG plc Audit Committee. Key performance indicators (KPIs) Given the nature of the business and that all external borrowings are on-lent to Group companies on the same market terms, the directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance and position of the Company. The Company's external borrowings are not subject to financial covenants. Going concern Management is responsible for the preparation of financial statements that give a true and fair view in accordance with Dutch GAAP and for devising and maintaining a system of internal controls sufficient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. 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. The directors' responsibilities include overseeing the Company's financial reporting process. The Company is an intrinsic part of the Group as one of the financing entities (as described in the objectives and core activities section). The directors consider that the going concern assessment performed for the Group as a whole applies to the Company. The Group's forecasting and planning process includes the Group's three-year business plan. It also makes assumptions on appropriate levels of investment to support expected performance, known inorganic activity, the ability to refinance debt as required and expected returns to shareholders. The business plan is stress-tested using severe but plausible downside scenarios over the full three-year plan period. No scenario leads to a breach in the Group's risk appetite thresholds or would mean the Group is unable to meet its obligations as a result of insufficient liquidity. The Company is expected to continue to be profitable, after excluding any hedge ineffectiveness on fair value hedges, mainly due to transfer pricing on costs incurred by the Company and interest income on amounts due from Group companies at least matching interest expense on external borrowings. The Company also has sufficient net assets. LSEG plc has guaranteed the bonds and commercial paper issuances by the Company, which will ensure that the Company will be able to continue to meet its obligations. The Company has received a letter of comfort from LSEG plc confirming that in the event of a default by the Company's internal debtors, the parent would pay the debts in full. Based on this review, and after making due enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for 12 months from the date of approval of the financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements. Financial risk management The Company seeks to protect its financial performance and the value of its business from various risks including exposure to capital, credit and concentration, liquidity and market risk. The Company raises debt through the issuance of bonds and commercial paper. The proceeds are on-lent to Group companies on the same market terms, which mitigates some of the risks the Company is exposed to. Capital risk Capital risk arises from the possibility that the Company is unable to raise debt financing as a result of its own or the Group's poor financial performance, or poor financing conditions. The capital structure of the Company consists of equity and debt financing. Equity is comprised of issued share capital and accumulated profits. Borrowings are comprised of bonds and commercial paper. While borrowings do not include financial covenants, the potential impact to key metrics monitored by credit rating agencies are monitored by the Group when considering whether to increase the size of its borrowings. The Company is expected to maintain a strong balance sheet position as external capital raised is on-lent to Group companies on the same terms. This results in the Company generating a small profit each year, after excluding any hedge ineffectiveness on fair value hedges, mainly due to transfer pricing on costs incurred by the Company. The Company is covered by the Group's Capital Management Policy, the execution of which is overseen by the Group's Financial, Investment and Capital Committee. The Group seeks to optimally allocate capital in order to maintain a strong balance sheet, drive growth and offer suitable returns to shareholders. Credit and concentration risk Credit risk relates to the potential for the Company's counterparties to be unable to meet their financial obligations to the Company when due. Concentration risk may arise through the Company having large exposure to an individual counterparty. Credit risk is governed by policies developed at Group level by the Group Risk function. The Company's main credit risk exposure arises on the loans to Group companies. The credit risk associated with loans to Group companies is considered to be low as all intercompany debts are covered by letters of support from the parent, if required. There have been no significant increases in credit risk for these assets and no estimated credit losses have been recognised on financial assets. Liquidity risk The Company's liquidity risk relates to its ability to meet its short- and long-term payment obligations as they fall due. The Group Treasury Policy requires the Group to maintain adequate credit facilities provided by a diversified lending group to cover its expected funding requirements and ensure a minimum level of headroom for at least the next 24 months. This allows the Company to access external funding, if needed. The parent company is a highly rated listed company with access to adequate cash resources and has guaranteed the Company's bond and commercial paper issuances. Market risk - interest rate risk The Company's interest rate risk arises from the impact of changes in interest rates on cash held and on borrowings held or swapped to floating rates. The Company is covered by the Group's interest rate management policy, which focuses on protecting the Group's credit rating and limiting the impact of interest rate changes on Group earnings. To support this objective, the Company maintains a maximum debt floating rate component of 50%. The Company also has a natural hedge against floating rate interest due to the interest payable on external floating rate borrowings being matched by interest receivable from the on-lending of debt proceeds to Group companies. Risk management and internal controls The Group has established and maintains a risk management framework which prescribes the extent of the principal risks the Group is willing to take to achieve its long-term strategy. The system of internal controls has been designed to manage the Group's activities within the risk appetite set by the Group Board and provides reasonable assurance that risks are being effectively managed or mitigated. It covers all material controls, including those to manage financial, operational and compliance risk and safeguards the quality and integrity of both internal and external financial and non-financial reporting. Further information can be found in LSEG plc's 2025 annual report. The risk management framework is adhered to by the Company. The Company adopts LSEG's risk and control structure which is based on the 'three lines of defence' model: The first line of defence: Business units - Implementation of business strategy, day-to-day risk management and decision making, effective implementation of the risk management framework, including reporting and escalation. The second line of defence: Risk and compliance - Review and challenge of business units, oversee the level of risk appetite within the Group, development of the risk management framework, provide specialist advice and training across the organisation. The third line of defence: Internal audit - Independent assurance of business risk management activities, including that the risk management framework is both designed and operating effectively. The Enterprise Risk Management Framework manages risk throughout the full risk lifecycle. It is in place to support the ongoing and systemic identification, evaluation, management, monitoring, and reporting of the significant risks faced and the mitigating controls in place against them. This process is supported by robust risk governance, designed to give a coherent view of risk across the Group. Risk governance and oversight is enabled through an effective governance structure comprising Group Board-level committees (Board, Audit and Risk) to promote active discussion and resolution of risk issues. The risk appetite is a central pillar of the Enterprise Risk Management Framework and is used as a benchmark for both risk assessment and monitoring, with regular reporting of aggregated risks to both the Board Risk Committee and the Group's Executive Risk Committee. The Board, on an annual basis, articulates the Group's risk appetite. Risks that are outside risk appetite are escalated to Executive Committee members and to the appropriate Risk Committee and Boards. The Company assesses and manages risk in line with the Group's Enterprise Risk Management Framework and has a low-risk appetite. Statement of directors' responsibilities The directors are required to prepare financial statements in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the firm pronouncements in the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board ('Raad voor de Jaarverslaggeving'). In preparing these financial statements, the directors are required to: select suitable accounting policies and apply them consistently; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in Dutch GAAP is insufficient to enable users to understand the impact of identified transactions, other events and conditions on the Company's financial position and financial performance; and 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. 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. We confirm that to the best of our knowledge: the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and the Management Board report includes a fair review of the development and performance of the business and position of the Company. Research and development The Company did not undertake any research and development activities during the year ended 31 December 2025. The Company does not expect to perform any research and development activities during 2026. Future expectations In Sep 2026, a €700 million bond is maturing. The Company will fund the bond repayment via the repayment of an intercompany loan the Company has made to LSEG Finance Plc for the same value. The Group is assessing the funding requirements of the Group to determine whether the Company will access the bond market during 2026, which could affect interest expense on external borrowings. This will not impact the profit of the Company as any capital raised from external borrowings will be on-lent to a Group company on the same market terms. 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 for in the financial statements for the year ended 31 December 2025. Board of Directors: - Executive Director Amsterdam, 12 March 2026 Theoni Kapopoulou - Executive Director Amsterdam, 12 March 2026 Guido van Ingen- Executive Director Amsterdam, 12 March 2026 Joseph Braunhofer - Non-executive Director London, 12 March 2026 Damien Maltarp - Non-executive Director London, 12 March 2026 Balance Sheet for the year ended 31 December 2025 (before appropriation of result) Notes 2025 €'000 2024 €'000 Assets Fixed assets Receivables from Group companies 1 850,000 850,000 Derivative financial instruments 1 32,891 68,672 Total fixed assets 882,891 918,672 Current assets Receivables from Group companies 2 3,495,499 3,002,336 Derivative financial instruments 2 14,534 - Other current assets 2 16 173 Total current assets 3,510,049 3,002,509 Total assets 4,392,940 3,921,181 Equity and liabilities Equity Share capital paid and called up 3 - - Other reserves 3 2,299 765 (Loss)/profit for the year 3 (126) 1,534 Total equity 2,173 2,299 Non-current liabilities Borrowings 4 2,807,382 3,035,679 Deferred tax 9 458 523 Total non-current liabilities 2,807,840 3,036,202 Current liabilities: Borrowings 5 1,556,457 858,885 Other payables 6 26,470 23,795 Total current liabilities 1,582,927 882,680 Total equity and liabilities 4,392,940 3,921,181 Income statement for the year ended 31 December 2025 Notes 2025 €'000 2024 €'000 Finance income 7 88,725 103,078 Finance expense 7 (88,971) (101,025) Net finance (expense)/income (246) 2,052 Other operating income 8 753 129 Other operating expenses 8 (684) (118) (Loss)/profit before tax (177) 2,064 Taxation 9 51 (530) (Loss)/profit after tax (126) 1,534 Notes to the financial statements General Activities LSEG Netherlands B.V. was incorporated on 26 November 2020. The Company is registered in the Commercial Register of the Chamber of Commerce under the file number 81019548. The registered office is 10th floor, Eduard van Beinumstraat 24, Amsterdam 1077 CZ, Netherlands. The Company's main activity is to raise debt through the issuance of bonds and commercial paper and to manage the financing activities for the Group. As of 31 December 2025, the Company had outstanding bond and commercial paper issuances of €3.5 billion and €850 million, respectively. The bonds are listed on the Main Market of the London Stock Exchange. During the year, the Group updated its Euro Medium Term Note (EMTN) Programme, increasing the limit to £10 billion (from £4 billion). The programme provides flexible financing capacity, including for the general corporate purposes of the Group. In November 2025, the Company issued a fixed rate €500 million bond under the Group's EMTN Programme, maturing in 2031. Ultimate parent company LSEG Netherlands B.V. is a wholly owned subsidiary of, and its ultimate parent is, London Stock Exchange Group plc (LSEG plc or the 'parent company'). The financial information of the Company is consolidated in the financial statements of LSEG plc. Accounting standards used to prepare the financial statements The financial statements are prepared in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code ('Dutch GAAP') and the firm pronouncements in the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board ('Raad voor de Jaarverslaggeving'). Assets and liabilities are measured at historical cost, except for derivative financial instruments which are measured at fair value. Going concern Management is responsible for the preparation of financial statements that give a true and fair view in accordance with Dutch GAAP and for devising and maintaining a system of internal controls sufficient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. 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. The directors' responsibilities include overseeing the Company's financial reporting process. The Company is an intrinsic part of the Group as one of the financing entities (as described in the objectives and core activities section). The directors consider that the going concern assessment performed for the Group as a whole applies to the Company. Notes to the financial statements (continued) The Group's forecasting and planning process includes the Group's three-year business plan. It also makes assumptions on appropriate levels of investment to support expected performance, known inorganic activity, the ability to refinance debt as required and expected returns to shareholders. The business plan is stress-tested using severe but plausible downside scenarios over the full three-year plan period. No scenario leads to a breach in the Group's risk appetite thresholds or would mean the Group is unable to meet its obligations as a result of insufficient liquidity. The Company is expected to continue to be profitable, after excluding any hedge ineffectiveness on fair value hedges, mainly due to transfer pricing on costs incurred by the Company and interest income on amounts due from Group companies at least matching interest expense on external borrowings. The Company also has sufficient net assets. LSEG plc has guaranteed the bonds and commercial paper issuances by the Company, which will ensure that the Company will be able to continue to meet its obligations. The Company has received a letter of comfort from LSEG plc confirming that in the event of a default by the Company's internal debtors, the parent would pay the debts in full. Based on this review, and after making due enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for 12 months from the date of approval of the financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements. Cash flow statement The Company makes use of the exemption (article 360.104 of the Dutch Accounting Standards for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board) to not present its cash flow statement. The cash flows of LSEG Netherlands B.V. are included in the consolidated financial statements of LSEG plc. A copy of the consolidated financial statements can be obtained from 10 Paternoster Square, London, EC4M 7LS, United Kingdom. Disclosure of estimates In applying the principles and policies for preparing the financial statements, the directors of the Company make estimates and judgments that may be essential to the amounts disclosed in the financial statements. If it is necessary, in order to provide the transparency required under Book 2, article 362, paragraph 1, the nature of these estimates and judgments, including related assumptions, is disclosed in the notes to the relevant financial statement item. Disclosure of changes in accounting policies No changes in accounting policies have been processed. Functional currency and foreign currencies Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in euros, which is the functional and presentation currency of the Company. Foreign currency transactions are converted into the functional currency using the rate ruling at the date of the transaction. Foreign exchange gains or losses resulting from the settlement of such transactions and Notes to the financial statements (continued) from the translation at year-end rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Borrowings Borrowings are initially recorded at the fair value of amounts received, net of capitalised direct issue costs and arrangement fees (including upfront facility fees). Subsequently, these liabilities are carried at amortised cost. Interest payable on borrowings, direct issue costs and arrangement fees (including upfront facility fees) are recognised in the income statement over the period of the borrowings using the effective interest method. Where borrowings are identified as a hedged item in a designated fair value hedging relationship, the carrying value of the hedged item is adjusted for fair value changes attributable to the risk being hedged, with the corresponding entry recorded in the income statement. The fair value of amounts disclosed relating to borrowings is determined using published fair values where available, or where unlisted is determined using published fair values of similar listed financial instruments. Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at regular intervals. The method of recognising the resulting gain or loss depends on whether or not the derivative is designated as a hedging instrument and the nature of the item being hedged. In order to qualify for hedge accounting, a transaction must meet strict criteria regarding documentation. We document the relationship between hedging instruments and hedged items at the inception of the transaction, as well as documenting the risk management objectives and strategy for undertaking various hedging transactions. The effectiveness of the hedge is tested at each reporting date and at the commencement and conclusion of any hedge in order to verify that it continues to satisfy all the criteria for hedge accounting. Any ineffective portion, which is determined using regression analysis, is recognised in the income statement as finance income or expense. Any gain or loss on a derivative which is not designated as a hedging instrument is recognised directly in the income statement. The timing and uncertainty of future cashflows associated with derivative financial instruments may be affected by factors such as changes in interest rates and counterparty credit risk. The fair value of financial instruments is the amount for which an asset can be sold or a liability settled, involving well informed parties who are willing to enter into a transaction and are independent from each other. The fair value is calculated using a discounted cash flow approach with market observable inputs. Offsetting Financial assets and financial 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 to realise the asset and settle the liability simultaneously. Notes to the financial statements (continued) Trade and other receivables from Group companies Trade and other receivables from Group companies are initially recognised at the amount of the consideration that is unconditionally due to the Company. They are subsequently measured at amortised cost, net of a provision for impairment. The fair value of amounts disclosed related to receivables from group companies is determined using published fair values of similar listed financial instruments. Cash and cash equivalents Cash and cash equivalents comprise cash at bank, short-term deposits, money market funds and other instruments and structures that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. The cash is measured at face value. If cash is not freely disposable, then this has been taken into account upon measurement. Impairment of financial assets The Company assesses at the reporting date whether there is any objective evidence that a financial asset or group of financial assets is impaired. A financial asset is considered impaired if the cash flows the Company expects to receive are lower than the contractual cash flows due, or are delayed. The difference is discounted at the asset's original effective interest rate and recognised as an impairment of the original value of the asset. Trade and other payables Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised cost. Share capital paid and called up Costs relating to the incorporation and issuance of shares are charged directly to equity, less relevant income tax effects. Interest income and expense Finance income includes interest earned on receivables from Group companies and ineffectiveness from fair value hedges. Finance expense includes interest paid on borrowings and payables to Group companies, and ineffectiveness from fair value hedges. Interest paid on borrowings reflects the agreed market-based or contractual rate for each transaction and is calculated using the effective interest method. Taxation Income tax comprises current and deferred tax. Current and deferred tax charges and benefits are recognised in the income statement except to the extent that they relate to items recognised directly in equity or other comprehensive income. The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the balance sheet date in the country where the Company operates and generates taxable income. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. Notes to the financial statements (continued) Deferred tax is the tax expected to be payable or recoverable in the future on differences between the carrying amount of assets and liabilities for financial reporting purposes and the corresponding amounts used for tax purposes. Deferred tax is accounted for using the liability method and calculated using tax rates that are substantively enacted and expected to apply in the period when the asset is realised or the liability settled. In relation to Global Minimum Tax, the Company has applied a mandatory temporary exception from deferred tax accounting for the impacts of the top-up tax and will account for it as a current tax when it is incurred. Netting of taxes Tax assets and liabilities are netted if the general conditions for offsetting are met. Financial risk management The Company seeks to protect its financial performance and the value of its business from various risks including exposure to capital, credit and concentration, liquidity and market risk. The Company raises debt through the issuance of bonds and commercial paper. The proceeds are on-lent to Group companies on the same market terms, which mitigates some of the risks the Company is exposed to. Capital risk Capital risk arises from the possibility that the Company is unable to raise debt financing as a result of its own or the Group's poor financial performance, or poor financing conditions. The capital structure of the Company consists of equity and debt financing. Equity is comprised of issued share capital and accumulated profits. Borrowings are comprised of bonds and commercial paper. While borrowings do not include financial covenants, the potential impact to key metrics monitored by credit rating agencies are monitored by the Group when considering whether to increase the size of its borrowings. The Company is expected to maintain a strong balance sheet position as external capital raised is on-lent to Group companies on the same terms. This results in the Company generating a small profit each year, after excluding any hedge ineffectiveness on fair value hedges, mainly due to transfer pricing on costs incurred by the Company. The Company is covered by the Group's Capital Management Policy, the execution of which is overseen by the Group's Financial, Investment and Capital Committee. The Group seeks to optimally allocate capital in order to maintain a strong balance sheet, drive growth and offer suitable returns to shareholders. Credit and concentration risk Credit risk relates to the potential for the Company's counterparties to be unable to meet their financial obligations to the Company when due. Concentration risk may arise through the Company having large exposure to an individual counterparty. Credit risk is governed by policies developed at Group level by the Group Risk function. The Company's main credit risk exposure arises on the loans to Group companies. The credit risk associated with loans to Group companies is considered to be low as all intercompany debts are covered by letters of support from the parent, if required. There have been no significant increases in credit risk for these assets and no estimated credit losses have been recognised on financial assets. Notes to the financial statements (continued) Liquidity risk The Company's liquidity risk relates to its ability to meet its short- and long-term payment obligations as they fall due. The Group Treasury Policy requires the Group to maintain adequate credit facilities provided by a diversified lending group to cover its expected funding requirements and ensure a minimum level of headroom for at least the next 24 months. This allows the Company to access external funding, if needed. The parent company is a highly rated listed company with access to adequate cash resources and has guaranteed the Company's bond and commercial paper issuances. Market risk - interest rate risk The Company's interest rate risk arises from the impact of changes in interest rates on cash held and on borrowings held or swapped to floating rates. The Company is covered by the Group's interest rate management policy, which focuses on protecting the Group's credit rating and limiting the impact of interest rate changes on Group earnings. To support this objective, the Company maintains a maximum debt floating rate component of 50%. The Company also has a natural hedge against floating rate interest due to the interest payable on external floating rate borrowings being matched by interest receivable from the on-lending of debt proceeds to Group companies. Notes to the financial statements (continued) Fixed assets Group Company 2025 €'000 2024 €'000 Interest rate Maturity date London Stock Exchange Group plc 600,000 600,000 2.75% 20 September 2027 London Stock Exchange Group plc 250,000 250,000 EURIBOR + 0.25% 6 September 2034 Receivables from Group companies 1 850,000 850,000 LSEG Finance plc 32,891 68,672 Derivative financial instruments 32,891 68,672 Total fixed assets 882,891 918,672 1 No impairment triggers were identified with respect to receivables from Group companies in the year. The fair value of the receivables is €851,893,000. Receivables from Group companies Movement during the year: 2025 €'000 2024 €'000 Balance at the beginning of the year: Initial amount 850,000 - Accumulated impairments - - Carrying amount at the beginning of the year 850,000 - Amount lent during the year - 850,000 Total movement during the year - 850,000 Carrying amount at the end of the year 850,000 850,000 Derivative financial instruments In 2023, the Company issued two €700m bonds with maturity dates of 2026 and 2030. The company then entered into intra-group interest rate swaps (IRS) with LSEG Finance plc (formerly LSEGA Financing plc), with notional amounts of €700m each and maturity dates of 2026 and 2030. The IRS swap fixed interest obligations on the bonds (refer note 4) to floating interest obligations at the Euro Short-Term Rate (ESTR) plus a spread. The interest rate swaps have been designated as hedging instruments in a fair value hedge relationship, to hedge the exposure to changes in the fair value of the bonds. There is an economic relationship between the hedged items and hedging instruments as the terms of the fixed leg of the IRS match the terms of the bonds, such as notional amounts, interest rates and maturity dates. To assess hedge effectiveness, the Company uses regression analysis for its retrospective hedge effectiveness testing to ensure the hedge remained highly effective. The Company uses critical terms match for its prospective hedge effectiveness testing to ensure the hedge is expected to remain highly effective. Notes to the financial statements (continued) Current assets Group Company 2025 €'000 2024 €'000 Interest rate Maturity date 1 LSEG Holdings (Italy) Ltd - 84,425 EURIBOR + 0.8% LSEG Holdings (Italy) Ltd - 500,000 0% LSEG Holdings (Italy) Ltd 500,924 501,253 0.25% Repayable on demand or by 6 April 2028 LSEG Holdings (Italy) Ltd 502,774 503,760 0.75% Repayable on demand or by 6 April 2033 LSEG Finance plc 700,174 700,141 ESTR + 0.7223% Repayable on demand or by 29 September 2026 LSEG Finance plc 700,155 700,154 ESTR + 1.0525% Repayable on demand or by 29 September 2030 LSEG Finance plc 7 557,311 - EURIBOR + 0.125% Repayable on demand or by 31 March 2028 LSEG Finance plc 5 502,301 - 3% Repayable on demand or by 6 Nov 2031 London Stock Exchange Group plc 2 21,156 4,656 2.75% London Stock Exchange Group plc 2 9,216 2,837 EURIBOR + 0.25% Other receivables 1,488 5,110 Receivable from Group companies 3 3,495,499 3,002,336 LSEG Finance plc 14,534 - Derivative financial instruments 7 14,534 - Current tax receivables 4 16 173 Total current assets 6 3,510,049 3,002,509 All loans are due on their expiry date or are repayable on demand with five days' notice. Balances represent interest, which is due within one year, on non-current receivables. No impairment triggers were identified with respect to receivables from Group companies in the year. For the tax disclosures, refer to note 9. €500m bond proceeds issued in November 2025 have been on-lent to LSEG Finance Plc maturing in November 2031. The fair value of current assets approximates the carrying value given the current nature of the assets. Intercompany cash pool balance, previously a payable balance Notes to the financial statements (continued) 7 In 2023, the Company issued two €700m bonds with maturity dates of 2026 and 2030. The company then entered into intra-group interest rate swaps (IRS) with LSEG Finance plc (formerly LSEGA Financing plc), with notional amounts of €700m each and maturity dates of 2026 and 2030. The IRS swap fixed interest obligations on the bonds (refer note 4) to floating interest obligations at the Euro Short-Term Rate (ESTR) plus a spread. The interest rate swaps have been designated as hedging instruments in a fair value hedge relationship, to hedge the exposure to changes in the fair value of the bonds. There is an economic relationship between the hedged items and hedging instruments as the terms of the fixed leg of the IRS match the terms of the bonds, such as notional amounts, interest rates and maturity dates. To assess hedge effectiveness, the Company uses regression analysis for its retrospective hedge effectiveness testing to ensure the hedge remained highly effective. The Company uses critical terms match for its prospective hedge effectiveness testing to ensure the hedge is expected to remain highly effective. Receivables from Group companies Movement during the year: 2025 2024 €'000 €'000 Balance at the beginning of the year: Initial amount 3,002,336 3,319,472 Accumulated impairments - - Carrying amount at the beginning of the year 3,002,336 3,319,472 Amount lent during the year 1,047,506 11,435 Repayments (644,393) (429,905) Amount recharged to Group companies 6,132 4,745 Interest accrued 83,918 96,589 Total movement during the year 493,163 (317,136) Carrying amount at the end of the year 3,495,499 3,002,336 Equity Share capital paid and called up Other reserves Profit/loss for the year Total equity €'000 €'000 €'000 €'000 As at 1 January 2024 - 62,737 3,187 65,924 Appropriation of 2023 result 3,187 (3,187) - Profit for the year - - 1,534 1,534 Dividends paid in the year - (63,700) - (63,700) Adjustment - (1,459) - (1,459) As at 31 December 2024 - 765 1,534 2,299 Appropriation of 2024 result - 1,534 (1,534) - Loss for the year - - (126) (126) As at 31 December 2025 0 2,299 (126) 2,173 Notes to the financial statements (continued) Share capital paid and called up The total issued share capital equals the called-up share capital paid for an amount of €1 (2024: € 1) and consists of one issued share (2024: one). Other reserves The Company has appropriated €1,534,000 (2024: €3,187,000) of profit to other reserves. Appropriation of profit for the financial year 2024 The annual report 2024 was adopted in the general meeting of shareholders held on 24 April 2025. The general meeting of shareholders has determined the appropriation of profit in accordance with the proposal being made to that end. The Board of Directors proposes that the loss for the financial year 2025 amounting to EUR 126,000 should be transferred to other reserves without payment of a dividend. Non-current borrowings Borrowings comprise of six senior unsecured bonds issued using the Group's Euro Medium Term Note Programme. All the bonds are listed on the Main Market of the London Stock Exchange and are guaranteed by LSEG plc. ISIN number Expiry date Interest rate Carrying value 2025 €'000 2024 €'000 €700m bond 1 XS2679903950 Sep-26 4.125% - 714,256 €600m bond XS2904651093 Sep-27 2.750% 596,913 595,191 €500m bond XS2327299298 Apr-28 0.250% 498,860 498,359 €700m bond XS2679904685 Sep-30 4.231% 721,406 733,378 €500m bond XS2327299884 Apr-33 0.750% 495,139 494,495 €500m bond 2 XS3225988826 Nov-31 3.000% 495,064 - Total non-current borrowings 3 2,807,382 3,035,679 The €700 million bond maturing in Sep 2026 became a current liability during the year. In November 2025, the Company issued a €500 million fixed rate bond, maturing in November 2031. The fair value of non-current borrowings is €2,715,319,000. Notes to the financial statements (continued) Movement during the year for non-current borrowings: 2025 €'000 2024 €'000 Balance at the beginning of the year: Initial amount 3,035,679 2,939,551 Accumulated impairments - - Carrying amount at the beginning of the year 3,035,679 2,939,551 Issued 500,000 600,000 Fair value hedge (gain)/loss (16,920) (1,743) Costs incurred in issuance of bonds (5,054) (5,285) Reclassification to current borrowings (710,302) (499,757) Amortisation of arrangement fees 3,979 2,913 Total movement during the year (228,297) 96,128 Carrying amount at the end of the year 2,807,382 3,035,679 Current borrowings 2025 €'000 2024 €'000 Commercial Paper 849,907 251,746 Bond 706,550 499,938 Payable to Group company - 107,201 Total current borrowings 1,556,457 858,885 Bond ISIN number Expiry date Interest rate Carrying value 2025 €'000 2024 €'000 €500m bond 1 XS2327298217 Apr-25 0.000% - 499,938 €700m bond 2 XS2679903950 Sep-26 4.125% 706,550 The €500 million bond matured in April 2025 and was repaid during the year. The €700 million bond maturing in Sep 2026 became a current liability during the year. Payable to Group company Group Company 2025 €'000 2024 €'000 Interest rate Maturity date LSEG Finance plc - 107,201 EURIBOR + 0.125% Repayable on demand or by 31 March 2028 Notes to the financial statements (continued) Fair values The following table provides details of the fair values of the Company's current borrowings: 2025 €'000 2024 €'000 Commercial Paper 851,000 253,000 Bond 708,064 495,775 Payable to Group company - 107,201 Movements during the year - Current borrowings: 2025 2024 €'000 €'000 Balance at the beginning of the year: Initial amount 858,885 353,271 Accumulated impairments - Carrying amount at the beginning of the year 858,885 353,271 Commercial paper issued 7,080,482 4,197,259 Interest on commercial paper 16,678 23,216 Commercial paper repayments (6,499,000) (4,322,000) Reclassification from non-current borrowings 710,302 499,757 Fair value hedge (gain)/loss (4,042) - Borrowings repaid (607,808) - Amortisation of bond arrangement fees 352 181 Borrowing from Group company - 107,131 Interest accrual on borrowing 608 70 Total movement during the year 697,572 505,614 Carrying amount at the end of the year 1,556,457 858,885 6. Other payables 2025 €'000 2024 €'000 Amounts due to Group companies 623 295 Interest accrued on bonds 25,720 23,418 Other payables 127 82 Total 26,470 23,795 Notes to the financial statements (continued) 7. Finance income and expense 2025 €'000 2024 €'000 Interest receivable from Group companies 88,720 101,026 Hedge ineffectiveness on fair value hedges - 2,028 Other interest income 5 24 Finance income 88,725 103,078 Bond interest expense (72,042) (77,765) Hedge ineffectiveness on fair value hedges (251) - Commercial paper interest expense (16,678) (23,216) Interest payable to Group companies - (44) Finance expense (88,971) (101,025) Net finance income/(expense) (246) 2,053 8. Other operating income and expenses 2025 €'000 2024 €'000 Transfer pricing income Other income 753 - 129 - Other operating income 753 129 Audit fees 1 (64) (70) Other costs (620) (48) Other operating expenses (684) (118) 1 Audit fees are entirely for audit services performed by Deloitte Accountants B.V. in respect of the audit of the financial statements. No other services were provided by the external auditor and audit firm to the Company in 2025 and 2024. The audit fees pertain to the financial year to which the financial statements relate, regardless of whether the external auditor performed the work during that year. Taxation Tax recognised in the income statement 2025 €'000 2024 €'000 Current tax Corporation tax for the year (14) (7) Total current tax (14) (7) Deferred tax Deferred tax income/(expense) for the year 65 (523) Total deferred tax 65 (523) Total tax credit/(charge) 51 (530) Notes to the financial statements (continued) Current tax Factors affecting the tax charge for the year 2025 €'000 2024 €'000 (Loss)/profit before tax (177) 2,064 Income not taxable (3) (2,028) Expenses not deductible 251 - Profit chargeable to corporation tax 71 36 2025 €'000 2024 €'000 Tax calculated at 19% (2024: 19%) applicable on taxable income up (14) (7) to €200,000 Tax calculated at 25.8% (2024: 25.8%) applicable on taxable income - - above €200,000 Corporation tax charge to the income statement (14) (7) Applicable tax rate 19% 19% Effective tax rate (calculated as tax charge upon result before tax) (8%) 0.3% Reconciliation of the applicable tax rate to the effective tax rate: 2025 €'000 2025 Tax % 2024 €'000 2024 Tax % (Loss)/profit before tax (177) 2,064 Tax at applicable rate 34 19% (392) 19% Non-taxable income - - 385 (18.7%) Expense not deductible (48) (27%) - - Total tax charge (14) (8%) (7) 0.3% Movement during the year: 2025 €'000 2024 €'000 Tax receivable at the beginning of the year 173 3,686 Tax (charge)/credit during the year (14) (7) (Refund)/payments during the year (143) (3,506) Tax receivable at the end of the year 16 173 Deferred tax 2025 €'000 2024 €'000 As at 1 January 2025 523 - Deferred tax (credit)/charge on hedge ineffectiveness (65) 523 Deferred tax liability at the end of the year 458 523 Notes to the financial statements (continued) Global Minimum Tax In relation to Global Minimum Tax, the Company has applied a mandatory temporary exception from deferred tax accounting for the impacts of the top-up tax and will account for it as a current tax when it is incurred. There is no top-up tax liability arising for the Company. Workforce The Company has no employees (2024: nil). Directors' Remuneration Both the executive directors and the non-executive directors are remunerated by another company of the Group. For the services provided by the executive directors, there was a charge to LSEG Netherlands B.V. during the year of EUR 4,490 (2024: 32,000). For the services provided by the non-executive directors, there was no charge to LSEG Netherlands B.V. for their services (2024: nil). Contingent Asset and Liabilities As of 31 December 2025, the Company did not have any contingent assets or liabilities (2024: nil) Subsequent 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 for in the financial statements for the year ended 31 December 2025. Signatories to the financial statements Board of Directors: - Executive Director Amsterdam, 12 March 2026 Guido van Ingen- Executive Director Amsterdam, 12 March 2026 Theoni Kapopoulou - Executive Director Amsterdam, 12 March 2026 Joseph Braunhofer - Non-executive Director London, 12 March 2026 Damien Maltarp - Non-executive Director London, 12 March 2026 Other information Reference to the auditor's opinion The independent auditor's report is set forth on the next page. Provisions of the Articles of Association relating to profit appropriation According to article 21 of the company's Articles of Association, the general meeting is authorised to, in whole or in part, distribute the profits as they appear from the adopted annual accounts, to declare (interim) distributions on account of a reserve and to declare a distribution in kind. Distributions can only occur to the extent the company's equity exceeds the reserves that must be maintained by law. A resolution to declare distributions shall have no effect as long as the board of directors has not approved it. The board of directors may only withhold its approval if it is aware, or should reasonably foresee, that the company will not be able to continue to satisfy its matured debts. Deloitte Accountants B.V. Gustav Mahlerlaan 2970 1081 LA Amsterdam P.O. Box 58110 1040 HC Amsterdam The Netherlands Tel: +31 (0)88 288 2888 https://www.deloitte.nl INDEPENDENT AUDITOR'S REPORT To the shareholders of LSEG Netherlands B.V. Report on the audit of the financial statements 2025 included in the annual report Our opinion We have audited the financial statements 2025 of LSEG Netherlands B.V., based in Amsterdam. In our opinion, the accompanying financial statements give a true and fair view of the financial position of LSEG Netherlands B.V. as at 31 December 2025, and of its result for 2025 in accordance with Part 9 of Book 2 of the Dutch Civil Code. The financial statements comprise: The balance sheet as at 31 December 2025. The income statement for 2025. The notes comprising a summary of the accounting policies and other explanatory information. Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report. We are independent of LSEG Netherlands B.V. in accordance with the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Materiality Based on our professional judgment we determined the materiality for the financial statements as a whole at EUR 65,850,000. The materiality is based on 1.5% of total assets. Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce under number 24362853. Deloitte Accountants B.V. is a Netherlands affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. Misstatements in excess of EUR 3,292,500, which are identified during the audit, will be reported to those charged with governance, as well as smaller misstatements that in our view must be reported on qualitative grounds. Audit approach fraud risks We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the entity and its environment and the components of the system of internal control, including the risk assessment process and management's process for responding to the risks of fraud and monitoring the system of internal control and how those charged with governance exercise oversight, as well as the outcomes. We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as among others the code of conduct and whistle blower procedures. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks. As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present. We identified the following fraud risks and performed the following specific procedures: We presumed a risk of material misstatement due to fraud related to management override of controls. We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. We considered available information and made enquiries of relevant executives. We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements. We evaluated whether the selection and application of accounting policies by the entity, particularly those related to subjective measurements and complex transactions, may be indicative of fraudulent financial reporting. We evaluated whether the judgments and decisions made by management in making the accounting estimates included in the financial statements indicate a possible bias that may represent a risk of material misstatement due to fraud. For significant transactions we evaluated whether the business rationale of the transactions suggests that they may have been entered into to engage in fraudulent financial reporting or to conceal misappropriation of assets. This did not lead to indications for fraud potentially resulting in material misstatements. Audit approach compliance with laws and regulations We assessed the laws and regulations relevant to the entity through discussion with management, reading minutes and reports of internal audit. As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could considerably vary, we considered the following laws and regulations: (corporate) tax law and the requirements under Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the financial statements. We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally recognized to have a direct effect on the financial statements. Apart from these, the entity is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation. Given the nature of the entity's business and the complexity of these other laws and regulations, there is a risk of non-compliance with the requirements of such laws and regulations. Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination of the amounts and disclosures in the financial statements. Compliance with these laws and regulations may be fundamental to the operating aspects of the business, to the entity's ability to continue its business, or to avoid material penalties (e.g., compliance with the terms of operating licenses and permits or compliance with environmental regulations) and therefore non-compliance with such laws and regulations may have a material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements. Our procedures are limited to (i) inquiry of management, those charged with governance, the executive board and others within the entity as to whether the entity is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements. Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit. Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance with laws and regulations have been disclosed to us. Audit approach going concern Our responsibilities, as well as the responsibilities of management, are outlined under the prevailing standards in the 'Description of responsibilities regarding the financial statements' section below. Management has assessed the going concern assumption, as part of the preparation of the financial statements, and as disclosed in the financial statements in paragraph 'Going concern'. We have obtained the management's assessment of the company's ability to continue as a going concern and have assessed the going concern assumption applied. As part of our procedures, we evaluated whether sufficient appropriate audit evidence has been obtained regarding, and have concluded on, the appropriateness of management's use of the going concern basis of accounting in the preparation of the financial statements. Based on these procedures, we did not identify any reportable findings related to the company's ability to continue as a going concern.
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