Results for the year ended 31 December 2024

14 April 2025

Aquis Exchange PLC

("Aquis", the "Company" or the "Group")

Results for the year ended 31 December 2024

Aquis, the creator and facilitator of next generation financial markets, is pleased to announce its audited results for the year ended 31 December 2024.

Financial highlights:

*Alternative performance measures have been used to ensure comparability of financial information between reporting periods. Costs related to the Recommended Offer (defined below) have been treated as exceptional items as they are neither related to the ongoing activities of the Group, nor are they repeatable expenditures.

Business highlights:

- Aquis continued to execute its ambitious long-term strategy, achieving key milestones in all divisions, despite continuing macroeconomic challenges.

- Aquis Markets launched conditional orders early in 2024, with subsequent fast growth in use of the product helping to increase market share to 5.22% (HY24: 5.20%).

- Aquis Technologies saw continued interest from a diverse mix of prospective clients in the division's pioneering exchange technology, with one new contract signed and strong growth in the division's contract pipeline to stand at record levels.

- Aquis Data saw further strong growth in market data revenues, following a full year of member data fees and the onboarding of five new clients.

- Aquis Stock Exchange delivered positive growth in trading volumes along with the highest levels of secondary fundraising since acquisition, despite the continuing UK-wide depressed levels of primary listings.

Recommended Cash Offer for Aquis by SIX Exchange Group AG

On 11 November 2024, the boards of SIX Exchange Group AG ("SIX") and Aquis were pleased to announce that they had reached agreement on the terms of a recommended cash offer to be made by SIX for the entire issued and to be issued ordinary share capital of Aquis (the "Recommended Offer"), to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

As previously announced, the requisite majorities of Aquis shareholders voted in favour of the Scheme and approved all shareholder resolutions relating to the Recommended Offer at a Court Meeting and General Meeting held on 20 December 2024.

The Scheme remains subject to the satisfaction (or waiver, where applicable) of certain conditions, including the receipt of certain regulatory approvals and subsequent sanction of the Scheme by the High Court of Justice; full details of the conditions can be found in Part III of the Scheme Document. Presently, Aquis has obtained all of the approvals required to satisfy the antitrust conditions. The remaining conditions, which relate to regulatory approvals, are expected to be satisfied in Q2 2025, and the Scheme remains expected to become effective in Q2 2025 and, in any event, prior to 11 November 2025.

David Stevens, CEO, Aquis Exchange PLC, said:

"2024 was a year of strategic progress for Aquis across the Group, with a slight increase in gross revenue despite continued economic headwinds throughout the year.

"The Group benefits from the diversified product offerings of its four divisions, with growth in the Markets and Data divisions offsetting a flat year for the Aquis Stock Exchange and a decline in revenues for the Technologies division following a strong 2023.

"I am proud of the achievements of our team across market share, technology innovations, new contracts and strengthening of the primary market. The Recommended Offer represents an exciting next step in Aquis' journey and an opportunity to accelerate our development. I remain confident in Aquis' ability to create and facilitate better markets for a modern economy."

Enquiries:

About Aquis Exchange PLC

Aquis Exchange PLC ("Aquis") is Europe's challenger exchange, creating better markets for a modern economy. Aquis has market-leading technology and innovative rules for trading, and offer primary listings and secondary trading of equities, along with global licensing of proprietary technology.

Aquis consists of four divisions:

Aquis Markets operates lit and dark order books, covering 16 European markets. For its lit books, Aquis uses a subscription pricing model which works by charging users according to the message traffic they generate, rather than a percentage of the value of each stock that they trade.

Aquis Technologies is the software and technology division of Aquis. It focuses on building better markets via the creation and licensing of cutting-edge, cost-effective exchange infrastructure technology and services, including matching engine and trade surveillance solutions.

Aquis Stock Exchange (AQSE) is a stock market providing primary and secondary markets for equity and debt products. It is authorised as a Recognised Investment Exchange, which allows it to operate a regulated listings venue. The AQSE Growth Market is divided into two segments 'Access' and 'Apex'; the Access market focuses on earlier stage growth companies, while Apex is the intended market for larger, more established businesses.

Aquis Data generates revenue from the sale of data derived from Aquis Markets and Aquis Stock Exchange to market participants.

Aquis is authorised and regulated by the UK Financial Conduct Authority and France's Autorité de contrôle prudentiel et de résolution and L'Autorité des marchés financiers to operate Multilateral Trading Facility businesses in the UK & Switzerland markets and in EU27 markets respectively. Aquis Exchange PLC is quoted on the Aquis Stock Exchange and on the AIM Market (AIM) of the LSE. For more information, please go to www.aquis.eu.

Chair's Statement

It was with great pleasure that I assumed the role of Chair of Aquis Exchange PLC (AQXE) in 2024, and I am pleased to be reporting a year of strategic progress.

Thank you to my predecessor, Glenn Collinson, for his prior leadership of the Board.

During 2024, Aquis benefited from the diversified nature of its businesses, with key milestones reached across all divisions and significant progress made towards strategic objectives, despite the continued challenges of the economic and markets backdrop. Overall, gross revenue remained flat at £23.8m, with net revenues decreasing due to increased credit provisions against two technology contracts as well as the non-renewal of a contract with a start-up exchange, as previously communicated.

Overview

2024 was an important year for Aquis, as we continued to facilitate and operate better markets for a modern economy in the UK and across Europe. The Group continued to make progress, underpinned by strategic development in each of our four business activities: Markets, Technology, Data and the Aquis Stock Exchange. The strategic progress of the business is particularly noteworthy given the difficult conditions which the economic and markets environments have faced since 2021, which showed little improvement over the period.

Gross revenue for the year was broadly flat with a 0.3% increase on 2023 to £23.8m and adjusted profit before tax falling to £1.1m. Building on 2023 performance, strategic milestones were met across all divisions and revenue was particularly strong in Aquis Markets, with increasing contributions from the Aquis dark pool (AMP) and the new conditional order type, as well as increased revenue from market data following a full year of charging members. We continued to develop our presence in Europe and enhance client relationships within the EU 27 markets.

Board and Governance

Jonathan Clelland retired from the Board in April 2024, as planned and previously announced in the 2023 report. Glenn Collinson stepped down from the Board for personal reasons in November 2024, at which point I was appointed to the position of Chair. Following this change, I stepped down from the Audit, Risk & Compliance Committee and Ruth Wandhöfer joined the Nominations and Remuneration Committee.

In February 2025, Chief Executive Alasdair Haynes made the decision to step away from full-time running of the business due to health reasons. I would like to take this opportunity to thank Alasdair for the enthusiasm and vision with which he founded Aquis and led the company for 13 years, and I am delighted to have Alasdair remaining with Aquis as the Group President and on the Board as a Non-Executive Director. The Board was pleased to appoint David Stevens, the Group's prior Chief Operating Officer (COO), into the CEO role and to see the positive reception by the broader business. In addition to his role as Chief Financial Officer, Richard Fisher has assumed the role of COO.

We believe the Board is scaled appropriately to meet the opportunities ahead, however, we will continue to monitor closely the skills and experience of the Board to ensure that we are able to steer the business to continue to deliver on all aspects of its strategy.

Culture, Stakeholder Engagement and Section 172 Duties

The Board continued its engagement with key stakeholders, particularly focusing on employees and shareholders.

Executive management meet with the key shareholders at appropriate times during the year and provide feedback to the Board, and I, and previously Glenn Collinson, and the Chair of the Nomination & Remuneration Committee continued, where possible, to engage with shareholders through one-on-one meetings. Shareholders have been appreciative of these meetings and feedback is provided to the Board in both written and verbal updates.

The Group promotes a positive and inclusive culture. Team meetings and Group briefings are held on a regular basis to ensure all personnel are informed of the Group's performance and key strategic objectives and goals. Staff are encouraged to contribute to a monthly employee engagement pulse survey, which allows employees to provide feedback in confidence, the results of which were consistently positive during the year. The Executive team develops an action plan to address the key areas highlighted with particular emphasis on our core values, listed later in this report, and on investing further in employee training and career development.

Environment, Social and Corporate Responsibility

From the outset, Aquis has been committed to improving the efficiency of markets through transparency and innovation. In addition, we aim to stimulate growth in the economy by listening to the needs of issuers and creating a supportive, fair and low-cost environment for capital raisers to list instruments, particularly for innovative young companies. These initiatives have wide corporate and social benefits in addition to helping to build Aquis' business.

We continue to make progress on our ESG plans by measuring our carbon footprint and have set a target to reduce our environmental impact. In addition, we continued our financial literacy community project and increased our staff engagement efforts, reflecting the continued growth of the organisation. Details of these initiatives and workplace culture award recognition are set out in the Strategic Report.

Our Board in 2025 comprises three women and five men. We will continue to build the best teams at Aquis irrespective of peoples' gender, religion, ethnicity or any other factor that is not relevant to the job in hand. We use the Gender Pay Gap measure as an objective way of measuring the level of female seniority in the company. We remain committed to further improving the measure of female seniority; in 2024 this was 16% on base salary and 19% on base salary plus annual bonus, an improvement on 20% and 23% respectively last year. Our target remains to be materially better than the average in UK financial services (25.1%) on this measure.

The Recommended Offer

On 11 November 2024, we were pleased to announce that Aquis had reached agreement with SIX Exchange Group AG ("SIX") on the terms of a recommended cash offer to be made by SIX to acquire the whole of the issued and to be issued share capital of Aquis (the "Recommended Offer"), to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The requisite majorities of Aquis shareholders voted in favour of the Scheme and approved all shareholder resolutions relating to the Recommended Offer at a Court Meeting and General Meeting held on 20 December 2024.

The Scheme remains subject to the satisfaction (or waiver, where applicable) of certain conditions, including the receipt of certain regulatory approvals and subsequent sanction of the Scheme by the High Court of Justice; full details of the conditions can be found in Part III of the Scheme Document. Presently, Aquis has obtained all of the approvals required to satisfy the antitrust conditions. The remaining conditions, which relate to regulatory approvals, are expected to be satisfied in Q2 2025, and the Scheme remains expected to become effective in Q2 2025 and, in any event, prior to 11 November 2025.

Following satisfaction of the outstanding regulatory conditions, an updated timeline with expected principal dates will be notified to shareholders by announcement through the Regulatory Information Service.

The Scheme Document can be viewed at www.aquis.eu/investors/offer-documentation.

Our focus for the year ahead

We are confident that we have the resources and technology to support further growth across all our business activities and we will continue to invest in order to maintain this trajectory.

Deirdre Somers

Chair

Chief Executive's Report

Overview

2024 was a year of strategic progress for Aquis with gross revenues of £23.8m, a 0.3% increase on 2023.

This was achieved despite continuing economic headwinds throughout the year, and factors like political change (both in the UK and abroad), interest and inflation rates impacting on market conditions and primary market issuances.

Adjusted profit before tax decreased by £4.1m to £1.1m due to the previously announced increased credit provisions against two technology contracts as well as the non-renewal of a contract with a start-up exchange.

However, the Group benefited from the diversified product offerings of its four divisions, with growth in the Markets and Data divisions offsetting a flat year for the Aquis Stock Exchange and a decline in revenues for the Technologies division following a strong 2023 and the adjustment in ECL provisions. All four divisions made significant progress against the strategy over the period, and I am pleased with the trajectory of each and continued strength of our principal business activities.

The Group's balance sheet remains strong and the business is well-capitalised for future opportunities.

Aquis Markets

Over the period, the secondary market multilateral trading facility ("MTF") platforms operated by the Group in London and Paris continued to grow despite challenging economic and regulatory conditions, underpinning the resilience of the subscription model. Divisional revenue increased to £11.8m, up 7.8%.

Aquis had a 5.11% share of total trading on exchange in 2024, and ended December with a market share of 5.22%: a 0.25% increase year-on-year.

In early 2024, we launched conditional orders and subsequently saw significant growth in this product over the course of the year. It now has 10 users and set an all time record average daily value in November 2024 of €72m.

Throughout the year, we made enhancements to the existing Auction on Demand product and continued to see high trading volumes in the Market at Close ('MaC'), with a new record MaC ADV of €769m set in June 2024.

An increase to the MTF stock universe now allows clients to trade more than 6,500 stocks and ETFs across 16 European markets, and members are also now able to use OptimX blotter scraping functionality.

Aquis Technologies

Aquis Technologies, where Aquis licenses its leading exchange related technology to a variety of international financial services clients across different asset classes, saw a decline in net revenue over the period by 74.9% (to £1.6m) following a strong 2023, due to increased credit provisions against two technology contracts as well as the non-renewal of a contract with a start-up exchange. In accordance with Aquis' accounting policies, management increased its ECL provisions in respect of two existing technology clients, reflecting a heightened credit risk.

Aquis remains focused on diversifying its technology client mix and there was strong growth in the division's contract pipeline over the period - increasing materially to stand at record levels. The division's client profile continues to strengthen, with more than half of the prospects being national exchanges or central banks. The division signed one new contract during the period, renewed one contract and saw one non-renewal of an existing contract.

The profile and awareness of Aquis Technologies also continues to rise, and the division was awarded Best Matching Engine for Exchanges and Electronic Trading Venues at the 2024 TradingTech Insight Awards (both Europe and US).

Post-period end, Aquis Technologies was pleased to reach the 'design study' stage for a national exchange group, for which it has been participating in an RFP process for provision of exchange technology across multiple markets since early 2024. This stage of the RFP process is exploratory, and involves such activities as identifying scope of work, exploring and testing hardware requirements, IT system integration architecture and software capability.

Aquis Data

Data revenues increased by 33.3% to reach £5.0m (2023: £3.7m), reflecting a full year of charging member data fees along with the addition of five new customers. The Group continues to benefit from increased recognition of the quality and competitive price of Aquis market data, and we expect that it will continue to make a significant contribution.

In addition to the contribution data brings to the Group results, management believe in the medium-term it will increase further in importance when consolidated tapes for the UK and Europe are implemented.

Implementation timetables from 2026 have been announced and it is widely recognised and accepted that introducing consolidated tapes for equities should improve the quality and pricing of market data and lead to a fairer distribution of data fees across the various European trading venues.

Aquis Stock Exchange (AQSE)

The IPO market remained subdued over the period, with low admission numbers on all UK markets. However, we are pleased to have welcomed three new issuers to the Aquis Stock Exchange in 2024, and to see five issuers graduating from Access to Apex after achieving the requisite size and corporate governance requirements.

Many of the improvements we have made over the past three years to aid access and liquidity on the exchange are beginning to bear fruit. £118m was raised by issuers over the year (an increase of 27% on the £93m raised in 2023, with 22 fundraises exceeding £1m and a 39% increase in the total value of further issues - a record year for AQSE since acquisition.

There was also an improvement in trading, with a 21% increase in the value of trading to over £177m.

We continue to be enthused by the opportunity to build a pan-European, technology-driven listing exchange for growth companies and believe we will be well positioned when market conditions start to improve.

Further Investment in Research and Development (R&D)

The Group continued to invest in R&D throughout 2024 in order to maintain and enhance the quality of our technology and its ability to deliver new products and platform enhancements to our clients.

Our proven trading platform has been developed in-house and is based on proprietary technology, which does not rely on third party software suppliers.

I believe this commitment to continued investment in R&D gives us a significant competitive advantage on functionality, price and ability to deliver. The organisation of Aquis' technology department ensures expeditious product development and, together with Aquis' further investment, will allow the Group to react quickly to dynamic market conditions. We intend to continue to work on further developments which will foster future growth.

Resources

During 2024, we continued to invest in personnel resources across a number of departments with headcount across the London and Paris offices increasing by 19% to 88 (FY23: 74). We intend to further strengthen our team, particularly in support of technology development and infrastructure.

The Recommended Offer

On 11 November 2024, the boards of SIX and Aquis were pleased to announce that they had reached agreement on the terms of the Recommended Offer. The Aquis Directors have concluded that the terms of the Recommended Offer provide Aquis shareholders with an attractive opportunity to accelerate and de-risk future value creation, and thus, the Aquis Directors recommended unanimously in favour of the Scheme.

The Scheme, and resolutions related to the Recommended Offer, were approved by the requisite majorities of Aquis shareholders at the Court Meeting and General Meeting held on 20 December 2024.

The Scheme remains subject to the satisfaction (or waiver, where applicable) of certain conditions, including the receipt of certain regulatory approvals and subsequent sanction of the Scheme by the High Court of Justice; full details of the conditions can be found in Part III of the Scheme Document. Presently, Aquis has obtained all of the approvals required to satisfy the antitrust conditions. The remaining conditions, which relate to regulatory approvals, are expected to be satisfied in Q2 2025, and the Scheme remains expected to become effective in Q2 2025 and, in any event, prior to 11 November 2025.

Outlook

2024 was an important year for Aquis, and despite difficult conditions I am proud of the achievements of our team across market share, technology innovations, new contracts and strengthening of the primary market.

We remain confident in Aquis' unique proposition and our ability to create and facilitate better markets for a modern economy. We will also continue to promote the Aquis values of transparency, fairness and simplicity, enabling our end customers to get better performance and results.

Our principal aim in the near future is to deliver the completion of the Recommended Offer.

Our highly capable and experienced management team remains focused on serving our clients as we capitalize on the opportunities ahead.

David Stevens

Chief Executive Officer

Financial Review

2024 saw broadly flat gross revenues, with the company benefitting from the diversified product offerings between divisions. The breakdown of revenues is as follows:

The Group generated an Adjusted Profit Before Tax of £1.1m compared to £5.2m in the previous year.

A reduction in Adjusted PBT is explained by increases in Expected Credit Loss provisions against Contract Assets and Trade Receivables balances by £3.7m and £0.6m, respectively. Of these amounts, £3.0m of Contract Asset and £0.6m of Trade Receivable impairments reflected a heightened risk of default for two existing technology customers.

Adjusted Profit Before Tax excludes exceptional costs of £3.3m incurred for the Recommended Offer, and have been included in the Loss Before Tax of (£2.2m) (2023: Profit of £5.2m).

The Loss Before Tax includes amortisation charges to internally generated intangible assets, as well as depreciation and finance charges, which reflect the accounting treatment of leases under IFRS 16 and other tangible fixed assets. The total depreciation and amortisation cost to the Group increased by £0.3m to £1.7m (2023: £1.4m) because of continuing investment in the Group's technological capabilities.

The Group generated an income tax charge of £235k (2023: credit of £8k) which was a result of taxable profits provided in the foreign subsidiary. There was no change in the amount of net deferred tax asset (2023: increase of £191k).

Net assets of the Group as at 31 December 2024 were £25.8m (31 December 2023: £28.4m), largely reflecting cash out flows for exceptional costs and an increase in ECL provisions against Contract Assets and Trade Receivables.

Revenue from licensing technology contracts is subject to a provision under IFRS 9 for Expected Credit Losses. For 2024 the application of IFRS 9 resulted in a net impairment provision charge of £3.7m (2023: £1.0m) recognised in the Income Statement, including an increase in provisions against two existing customers for £3.0m.

Trade receivables balances contained provisions of £0.8m in the year, of which £0.7m related to balances outstanding by the same two technology customers, for which a charge of £0.6m was recognised in the year.

Balance sheet liabilities included provisions of £0.3m recognised in 2024 for disputes with two data vendors over historical fees.

The lease liabilities arising from the Group's office leases are paid over the lease term, and attract a finance expense amounting to £84k for 2024. The associated right of use assets are depreciated on a straight-line basis over the life of the lease, and attract a depreciation charge of £383k for 2024.

The Group's cash and cash equivalents as at 31 December 2024 decreased to £13.7m (2023: £14.8m), including payment of exceptional costs amounting to £3.0m. The continued growth (when exceptional costs are excluded) demonstrates the robust cash generation of continuing business activities in the Group. Over the year the Group purchased £1.5m of treasury shares used to service employee share schemes.

Regulatory capital

The Group is required to maintain sufficient capital to meet the regulatory obligations for all entities. These are calculated and updated annually. At 31 December 2024, the Company ICARA requirement (based on the 2023 published financial Annual Report and Accounts) amounted to £6.2m (2023 £5.2m) and AQSE's FRR amounted to £2.5m (2023 £2.1m). The individual entities of the Group meet the respective FCA and ACPR capital adequacy requirements with plenty of headroom for further investment in business operations.

Future development of the business

In order to support its long-term vision and in order to strategically position for continued growth, Aquis has invested significantly in its business differentiators, R&D in the technology platform, brand and personnel resources. The Group is cognisant of the importance of such investments to maintain innovation and strong quality delivery and the Board considers that its investments have contributed to the Group's ability to gain new clients, broaden its customer base and increase revenue.

The Group recognises the importance of continuing to enhance productivity, and the commitment to future investment, both technically and in terms of resource training and development. The Group has established both short and long-term incentive plans based on performance for all employees, which are set out in more detail in the Report of the Nomination and Remuneration Committee and aligns the employees' interests with the long-term strategic objectives of the Group.

Aquis Stock Exchange

During 2024, the Group has continued to invest in AQSE, building market presence and brand whilst also benefitting from synergies across the Group's exchange memberships, data offering and use of technology.

Alternative Performance Measures (APMs)

This report contains certain financial measures (APMs) that are not defined or recognised under IFRS but have been presented to provide readers with a complete set of financial information which would allow a user of this Annual Report and Accounts to better understand and compare the financial performance of the Group.

Net Revenue

Net Revenue is the revenue that is generated and offset against the Expected Credit Loss (ECL) movement of contract asset balances (note that this does not include the ECL movement on trade receivable balances).

Each contract asset balance is assessed against the expected ability of a customer to satisfy open balances in future periods. On inception of new Technology licences a contract asset is recognised, alongside a day-1 ECL provision. In this scenario, the Net Revenue from this customer would be the Licence Fee (see Note 10 for details of performance obligations for technology contracts) offset against ECL provision (see Note 11 for impairment analysis).

For extant technology contracts, as the contract asset balance is reduced by cash receipts from the customer, the associated ECL provision is reduced; in this scenario the release of the ECL balance is shown as Net Revenue.

The excerpt below demonstrates the effect of Net Revenues from Aquis Technologies (see Note 6for a full analysis of segment performance).

Adjusted EBITDA (before exceptionals) and Adjusted Profit Before Tax

Adjusted EBITDA is the earnings before interest, taxation, depreciation, and amortisation excluding material non-recurring "Recommended Offer" costs. Similarly, Adjusted Profit Before Tax is the profit before tax excluding material non-recurring Offer costs.

The Directors use these metrics to assess Group performance to show the underlying economic performance year-on-year. Offer costs are treated as exceptional items as they are neither related to the ongoing activities of the Group, nor are they repeatable expenditures.

Recommended Offer costs include staff costs, in addition to the various legal and professional fees paid for the necessary professional services. In 2024, the Adjusted EBITDA of the Group was £2.2m (2023: £6.3m) and the Adjusted PBT was £1.1m (2023: £5.2m).

The following reconciliation demonstrates the impact of excluding Exceptional Recommended Offer costs from Adjusted EBITDA and Adjusted PBT.

Consolidated statement of comprehensive income

For the year ended 31 December 2024

Consolidated statement of financial position

As at 31 December 2024

Statement of changes in equity

For the year ended 31 December 2024

For the year ended 31 December 2024

Statement of cash flows

For the year ended 31 December 2024

Notes to the Financial Statements

1. Significant Changes in The Reporting Period

The following events and transactions had an impact on the financial position and performance of the Group and/or Company during the period:

Following the Offer to acquire Aquis by SIX Group, the Group has incurred material expenditure on the deal. These costs were presented as exceptional items in the Financial Statements, resulting in the use of alternative performance measures. Details of these costs have been outlined in Note 13.

2. Basis of preparation and accounting policies

Company information

Aquis Exchange PLC is a public limited company which is incorporated and domiciled in the United Kingdom. Its registered office is located at 63 Queen Victoria Street, London, EC4N 4UA. The Company Number is 07909192.

Accounting convention

The Group's consolidated and the Company's financial statements are prepared in accordance with UK- adopted international accounting standards and the Companies Act 2006 requirements.

The financial statements have been prepared on the historical cost basis as modified by the revaluation of financial instruments carried at fair value through profit and loss.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

In the year there has been material expenditure on deal related costs, see note 13, related to the offer to acquire Aquis by SIX Group. While the quantum of these costs has been material they have been treated as exceptional because they will not repeat in subsequent years. The underlying activities of the group remain profitable in 2024. The Group, at and after the balance sheet date, maintains sufficient liquidity to meet its regulatory commitments in the UK and France. Therefore, the directors are confident there is no risk to the going concern of the Group and Company.

Taking the above into account, the principal risks discussed in the Strategic Report section of the Annual Report, the financial risks and mitigating actions taken by management (see Note 5), and the Group's current financial position, the Directors do not foresee any material uncertainty in the Group's ability to continue as a going concern over a period of at least 12 months from the date of approval of these financial statements and hence the financial statements have been prepared on a going concern basis.

Consolidation

In preparing these financial statements, the group has applied the consolidation principles in IFRS 10, Consolidated Financial Statements. This requires the Group to consolidate subsidiary entities it controls. Control is determined based on the ability to direct the activities of the entity that significantly affect its returns.

The Group assesses control on a continuing basis and includes entities it controls as of the end of the reporting period.

The financial statements of the consolidated entities are prepared using consistent accounting policies and are presented as if they were a single economic entity. Intercompany transactions, balances, and unrealised gains and losses on transactions between consolidated entities are eliminated in full.

The Group consolidated financial statements also include treasury shares and cash held by two separate trusts ("the Trusts") that administers the Company's employee share incentive plan and also hold shares purchased by the Group in preparation for future settlement of employee share awards made to date. The Trusts have been consolidated based on the IFRS 10 criteria for control over the Trust being met:

• The Trusts were established to (i) facilitate the acquisition and holding of shares under the Aquis Exchange PLC Share Incentive Plan and (ii) facilitate the acquisition and holding of shares under all other Aquis Exchange share plans.

• The activities of the Trusts are limited by the agreements in place; and

• The Trusts do not have any assets outside of the partnership share money received and the shares purchased. The use of any shares or cash that remain in the Trust funds once the trustee no longer holds any shares relating to the SIP, RSP or PPO, is directed by the Company. The Trust itself has no rights to any dividends.

Accounting Policies

Revenue

Revenue comprises amounts derived from the provision of services which fall within the Company's ordinary activities. It represents amounts receivable for subscription fees, the licensing of software, the provision of data to third-party vendors, and fees relating to listings on the Aquis Stock Exchange ("AQSE"), all of which are net of value added tax. Revenue is recognised once the performance obligations for each activity have been satisfied.

All the revenue streams are generated by contracts with customers and revenue is therefore recognised in accordance with IFRS 15.

Revenue from exchange subscription-based services is recognised over time when the services are rendered.

Revenue from licensing contracts is assessed for each contract and split into five Performance Obligations (see Note 10 for further details on 'POs' and Note 4 for Judgements and estimates):

• Project Implementation / Design fees (PO1) recognised over time as the obligations are met;

• Licencing fees (PO2) recognised at a point in time when the licence is transferred to the customer;

• Maintenance fees (PO3) recognised over time as the obligations are met;

• Live services fees (PO4) recognised over time as the obligations are met;

• Hosting fees (PO5) recognised over time as the obligations are met.

Revenue from the provision of data to third-party vendors is comprised of the annual fees paid by the redistributors, member firms and multi-media firms for access to real time and/or end of day data and is recognised over time. An additional monthly fee is received based on the number of users the vendors provide the data to each month. This additional monthly fee is variable and is based on usage for the prior month. The fee is charged in arrears and is recognised in the month it is incurred.

Revenue from AQSE issuer fees is comprised of initial application and admission fees, annual fees, and further issue fees, these are all recognised over time under IFRS 15 except further issue fees which are recognised at a point in time.

Application and admission fees are charged upfront to prospective companies admitted to AQSE markets. These are recognised monthly over the average expected life of company admission periods (further details about this estimate are set out in the following section).

Annual fees are paid upfront annually by companies with securities listed on AQSE and are recognised over the year.

Further issue fees are incurred by existing issuers who have already contributed an application and admission fee and are recognised at a point in time on the date the new security is available for trade on AQSE.

Estimated listing period for Aquis Stock Exchange securities

In recognising application and admission fees, the Company determines the expected length of time each new security will be listed on AQSE. The estimate is based on historical analysis of listing durations in respect of the companies listed on AQSE. The length of time a security remains listed incorporates significant uncertainty as it is based on factors outside the control of the Company and which are inherently difficult to predict.

Based on the available information and incorporating management's predictions, it is currently estimated that an average security will remain listed for a period of 9 years. Application and admission fees are recognised monthly over a period of time.

It is estimated that a one year increase/ decrease in the deferral period would cause an £10k decrease / £8k increase in annual revenue released respectively. The estimated listing periods will be reassessed at each reporting date to ensure they reflect the best estimates of the Group.

Intangible assets other than goodwill

Internally generated intangible assets

Internally developed intangible assets arising from the capitalisation of Development expenditures, product analysis, quality assurance, and website development costs are recognised in the financial statements when all of the following criteria are met:

• The technical feasibility of completing the intangible asset so that it will be available for use or sale is established;

• There is an intention to complete the intangible asset and use or sell it;

• The Group has the ability to use or sell the intangible asset;

• The existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset can be demonstrated;

• Adequate technical, financial and other resources are available to complete the development and to use or sell the intangible asset; and

• The Group has the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Where the above criteria are not met, costs incurred in research and development are recognised in the Statement of Comprehensive Income as incurred. Research costs are expensed as incurred.

Amortisation is recognised in order to write off the cost or valuation of the assets, less their residual values over their useful lives. The development of trading platforms has been amortised over 3 years on a straight-line basis reflecting management's estimate of the useful life of the technology, the rationale of which is discussed in Note 4.

Other intangibles

Website technology and communication licences represent externally acquired intangible assets and are recognised in the financial statements as the Group receives the right to control and use the product over a period of time. Website technology represents external development costs to design the Group's website. Communication licences relate to licences that transfer the right to obtain a benefit from intellectual property. Amortisation on these assets is recognised over 3 years on a straight-line basis which represents the estimated useful life of both types of asset.

The price of and acquisition costs incurred when obtaining customer lists and IP Addresses is capitalised in line with IAS 38. Management expects that future economic benefits are attributable to the entity over an indefinite term for these assets. Therefore, the useful economic life is considered indefinite and no annual amortisation is recognised. These assets are subsequently recognised as cost less impairment, and at each balance sheet date Management conducts and impairment review which is at a minimum annually.

Business Combination

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at fair value.

Acquisition-related costs are expensed as incurred and recognised as non-underlying transaction costs in the income statement.

Goodwill

The acquisition of AQSE gave rise to goodwill in the consolidated financial statements. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. Goodwill is assessed for impairment annually, with any impairment charge recognised in the Statement of Comprehensive Income. Note 18 provides further detail on the impairment assessment for goodwill as at 31 December 2024.

Property, plant and equipment (excluding right-of-use assets)

All property, plant and equipment are stated at historical cost less depreciation or impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent expenditure is included in the asset's carrying amount or is recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to the income statement during the financial period in which they are incurred.

Depreciation is recognised so as to write off the cost or valuation of assets, less their residual values, over their useful lives on the following basis:

• Fixtures, fittings and equipment: 5 years straight line.

• Computer equipment: 3 - 7 years straight line.

Impairment of tangible and intangible assets

At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash- generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents

Cash and cash equivalents include cash at bank.

The Group and Company as regulated bodies are required to maintain liquid cash assets as part of their prudential reporting responsibilities to external regulators. During the financial year ended 31 December 2024 the Group was required to maintain £7,970k of available cash assets as part of its liquidity requirements (Company £4,709k). Further details of the Group's risk management approach to regulatory capital commitments are included in Note 5.

Financial assets

Trade and other receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Other receivables are defined as amounts due that are outside the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer) they are classified as current assets. Otherwise they are presented as non-current assets.

Contract assets

Contract assets are recognised for licensing fees recognised at inception of a licensing contract but not yet billed under IFRS 15. Contract assets are initially measured at fair value and subsequently measured at amortised cost and are stated net of any expected credit loss provision ("ECL") recognised in accordance with IFRS 9, as detailed in Note 11. Contract assets are presented on the Statement of Financial Position as trade receivables. The right to consideration becomes unconditional once the customer has been billed.

Investments

Investments in equity instruments at fair value through other comprehensive income (FVTOCI) are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the revaluation reserve. The cumulative gain or loss is not reclassified to profit or

loss on disposal of the equity investments, instead, it is transferred to retained earnings. Dividends on these investments in equity instruments are recognised in profit or loss as other income when the Group's right to receive payments is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

Rent deposit asset

Under IFRS 16 a rent deposit is accounted for as a financial asset if the collateral provided to the lessor is not a payment relating to the right to use the underlying assets and hence is not a lease payment as defined.

Further disclosures are provided in Note 28.

Impairment of financial assets

The Group has considered the impact of the application of an expected credit loss model when calculating impairment losses on current and non- current contract assets and other financial assets at amortised cost (presented within trade and other receivables). In applying IFRS 9 the Group must consider the probability of a default occurring over the contractual life of its trade receivables and contract asset balances on initial recognition of those assets.

Note 11 details the Group's credit risk assessment procedures.

Financial liabilities

After initial recognition all financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. In 2024 the Group did not hold any financial liabilities beyond Trade and other payables and the lease liabilities recognised under IFRS 16 as described in the "Leases" sub-section below.

Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities 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 non-current liabilities. Trade and other payables are not interest bearing and are initially recognised at fair value.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried at fair value with net changes in fair value reflected in the income statement. This category includes derivative instruments.

Equity instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are charged against the share premium account.

Earnings per share

The earnings per share (EPS) calculations are based on basic earnings per ordinary share as well as diluted earnings per ordinary share. The basic EPS is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary shares that were in issue during the year. The diluted EPS takes into account the dilution effects which would arise on conversion of all outstanding share options and share awards under the Enterprise Management Incentive (EMI) scheme.

Taxation

The tax expense/(credit) represents the sum of the tax currently payable/(repayable) and movements in deferred tax balances.

A R&D tax credit is claimed annually from HMRC based on the employee costs involved in developing Aquis' systems and technology. R&D tax credits are offset against taxable profits or, when the company is in a tax loss position claimed as a cash credit.

Current tax

The current income tax charge/(credit) is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred income tax is recognised, 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 income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future measurable taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities (Note 15) 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 on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of group developed trading platforms.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits, as set out within IAS 19.

Retirement benefits

Pension obligations

The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Share-based payments

EMI Options

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share- based payments at the time they were granted are subsequently modified, the fair value of the share- based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification.

Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is adjusted if the modified fair value is less than the original fair value. Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Employee share incentive plan

Shares purchased under the share incentive plan are recognised as share-based payments under IFRS 2. Partnership shares are purchased by employees and matching shares are those purchased by Aquis at a ratio of 2:1. The shares are held in a trust ("the Trust"), with matching shares required to be held for three years before being transferred to the employee. The fair value of matching shares are recognised in the share-based payment reserve.

Partnership shares vest immediately while matching shares will vest over the three-year holding period. The market value of shares when they are purchased is assumed to approximate the fair value of the shares.

The cash transferred to the Trust is recognised as an investment in the Company's accounts. In line with IFRS 10 guidance, the Trust is consolidated in the Group accounts with the fair value of the shares held in the trust recognised as a debit entry within equity.

Restricted share plan

The Restricted share plan is a share based scheme awarded to staff and has a vesting period of three years after grant subject to continued employment. Similar to share-based payments they are measured at fair value determined at the grant date. The fair value is expensed on a straight-line basis over the vesting period, with the corresponding adjustment being made to reserves.

Company Share Option Plan

The company share option plan is a share based scheme awarded to staff and has a vesting period of three years subject to continued employment. Similar to share-based payments they are measured at fair value determined at the grant date. The fair value is expensed on a straight-line basis over the vesting period, with the corresponding adjustment being made to reserves.

Premium Priced Options Plan

The PPO scheme is an option based share scheme and has a vesting period of three years after the grant date subject to continued employment. Similar to share-based payments they are measured at fair value determined at the grant date. The fair value is expensed on a straight-line basis over the vesting period, with the corresponding adjustment being made to reserves.

Leases - as a lessee

The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right of use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

• The amount expected to be payable by the lessee under residual value guarantees;

• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position and is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use assets are included in property, plant and equipment in the consolidated statement of financial position and are depreciated over the term of the lease. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Impairment of tangible and intangible assets' policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset.

Foreign exchange

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in UK Pound Sterling (£), which is the Group's functional and presentational currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in profit or loss.

All foreign exchange gains and losses recognised in the income statement are presented net within 'operating expenses'. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve.

On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are reclassified to the income statement.

Foreign currency contracts used to manage foreign currency risk are accounted for as derivatives as described above under "Financial instruments at fair value through profit or loss".

Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. All provisions are expected to be settled within a year and thus the present value of amounts is materially consistent with the undiscounted amount of future expected cash outflows.

Classification of costs as exceptional

The classification of certain costs as exceptional (see note 13) has a significant impact on the calculation of certain alternative performance measures. The classification of such costs as exceptional was determined because they were not incurred in the normal course of business. Such costs are not repeatable and their exclusion from the underlying business performance was deemed necessary to avoid distortion in the underlying performance of the Group.

Valuation of derivatives

The company uses foreign currency forwards to manage its exposure to exchange rate fluctuations. Although in the current period the reported value is immaterial, there is potential for changes based on large currency or relative interest rate shifts. As such, they are a source of estimation uncertainty. Note 24 provides additional information on the fair value of derivatives.

3. Adoption of new and revised standards and changes in accounting policies

4. Critical accounting estimates and judgements

In applying the Group's accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Management has shown these matters as judgements where they relate to a significant policy and the judgement has a material impact on the reported balance. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the Directors have madein the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Judgements in relation to performance obligations

In making their judgement, the Directors considered the detailed criteria for the recognition of revenue set out in IFRS 15, and in particular, whether revenue is recognised at a point in time or over time. Following an assessment of the technology licensing contract portfolio, and the obligations that Aquis has under each contract, the Directors are satisfied that obligations contained therein be split into the following performance obligations, and that the revenue from each licensing contract should be assessed individually. The identified performance obligations and the timing of revenue recognition on delivering the licence contracts as follows:

• Implementation/ project fees: these are upfront, non-refundable fees that a customer pays in order to obtain the user agreement. Even if the user acceptance certificate is never issued, the implementation fee cannot be reclaimed and so the revenue is guaranteed and can be recognised from the time of invoice as Aquis becomes unconditionally entitled to payment but in practice recognition will often be deferred until the work is completed.

• Licensing fees: The customer is liable to pay the monthly licensing fee from the date of signing the user acceptance agreement (contract inception date). At this point in time Aquis has fulfilled its promise to deliver the licence (i.e. the system has been deployed in the client's production environment) and this performance obligation is fulfilled. Management uses judgement when assessing the recoverability of the licencing fees, and recognises them only when their collection is assumed to be highly probable. This assessment takes into consideration the current status of the client's business, including whether the exchange system is active with products/ securities added and members trading on it. The licensing fees are recognised at a point in time, which occurs after the contract is signed and once Aquis is satisfied that receiving the licencing fees is highly probable.

• Maintenance fees: fees to maintain the system are recognised over the course of the licensing contract as Aquis fulfils its performance obligation to maintain the system. Management have estimated a fixed annual amount per contract, which reflects the time spent supporting the client's platform and upgrading the software in accordance with the contractual terms.

• Live services: fees charged to support infrastructure, operations, and first-line market surveillance as part of running regulatory grade exchanges. These services are recognised over time when Aquis provides the service.

• Hosting: these fees are charged for the use of Aquis' hardware on a monthly basis. These services are recognised over time as the customer requires.

Changes in identification of performance obligations could impact the timing of revenue recognition for licensing contract assets and is thus a critical accounting judgement.

Capitalisation of internally generated intangible assets resulting from Research and Development

Internally generated intangible assets are capitalised when, in management's judgement, the criteria for capitalisation under IAS 38 (listed in Note 2) have been met. The direct costs incurred in the research and development of Aquis' exchange platform and associated technology and systems are capitalised. Management reviews the time spent by the development team in developing and maintaining the systems used internally by Aquis when determining the amount to be capitalised within each period.

Critical accounting estimates

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Estimating the useful life of intangible assets

The expected useful life of most intangible asset is estimated to be 3 years, but some intangible assets are considered to have an indefinite useful economic life. In making this judgement management have taken into account product upgrade cycles, the pace of change of regulation as well as benchmarking against other companies with internal systems and technology research and development. Intangible assets with indefinite lives are reviewed for indicators of impairment at the end of each accounting period.

Expected credit loss of contract assets

An impairment for the expected credit loss of contract assets that arise as a result of applying IFRS 15 to licensing revenue is required under IFRS 9. This impairment is an accounting estimate which is calculated based on the Directors' best estimates of the probability of default and loss given default. The quantification of the assumptions and stresses for the year are disclosed in Note 11 of the financial statements.

In arriving at these estimates, the Directors have assessed the range of possible outcomes using reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Aquis' assessment of the credit risk associated with a licensing customer is conducted at inception of the contract (but before the user agreement is signed) and includes factors that are specific to the customer, general economic conditions and an assessment of both the current as well as the forecast direction of these conditions.

The credit risk assessment is conducted by means of a take-on assessment which comprises of a series of relevant criteria for a licensing contract that are scored according to the specific circumstances of the customer, with scores for each parameter typically ranging from 1-5. The assessment evaluates the following:

• Level of funding;

• Regulatory approvals;

• Market, industry and business model;

• Macro-economic forecasts;

• Corporate governance/ Group management;

• Whether the client is revenue generating;

• Level of client profitability;

• Contract length and the associated range of economic scenarios therein;

• Payment history; and

• External credit ratings.

The above assessment will determine the customer category upon inception of the contract, and the inputs to the expected credit loss model is determined thereon.

The credit risk assessment and associated inputs to the expected credit loss model (probability of default and loss given default) are critical assessments that could impact both the provision for expected credit losses as well as the movement in the provision reflected in the income statement.

Deferred tax asset

Deferred tax assets (Note 15) are recognised to the extent that their utilisation is probable. The utilisation of deferred tax assets will depend on whether it is possible to generate sufficient taxable income in the respective tax type and jurisdiction. A total net deferred tax asset is recognised in the current period, since profitability is expected to continue for at least the next 3 years. The deferred tax asset is calculated based on expected profitability over this period as Aquis is a high growth company and there is considerable uncertainty in estimating financial performance beyond this length of time.

Various factors are used to assess the probability of the future utilisation of deferred tax assets, including, operational plans and loss-carry forward periods. To reflect the uncertainty in the accuracy of business forecasts, the model uses modest growth rates and applies a probability weighting to each type of revenue.

Share-based payments

The US binomial model and Black Scholes model are used to estimate the fair value of the EMI, CSOP, RSP and PPO options. The resulting fair values are recognised over the vesting period as an expense in the Income Statement, with the corresponding amounts recognised as equity in the balance sheet. The model requires the following inputs: grant date, exercise price, expiry, expected life of options, expected volatility, and the risk-free interest rate. The expected life and expected volatility require the use of estimates. Volatility is estimated based on the historical average for the available data up to the grant date, while the expected life of the options is based on management's judgement of when the options will be exercised, which is assumed to be an average of 3-5 years.

5. Financial risk management

The Group seeks to protect its financial performance and the value of its business from exposure to adverse changes in capital commitments, as well as credit, liquidity and foreign exchange risks.

The Group's financial risk management approach is not speculative. The Group's Audit, Risk and Compliance Committee provides assurance that the governance and operational controls are effective to manage risks within the Board-approved risk appetite, supporting a robust Group risk management framework.

The Group's objectives when managing these risks are detailed below.

Capital risk management and capital commitments

Credit risk

Liquidity Risk

Interest Rate Risk

FX Risk

The statement of financial position is analysed below:

The following tables detail the Group and Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group or Company can be required to pay.

6. Operating segments

The Aquis Group can be split into four revenue streams, each offering multiple products and services and benefitting from Group synergies. The specific focus of these activities are:

(1) Aquis Markets - operator of MTF and related services. The Group operates two MTFs: Aquis Exchange ("AQXE"), which is UK regulated and Aquis Exchange Europe ("AQEU"), which is French regulated;

(2) Aquis Stock Exchange ("AQSE") - primary listings and trading business. Within this division is AQSE Main Market, AQSE Growth Market and AQSE Trading;

(3) Aquis Technologies - developer of exchange technology and services. The product offering includes Aquis Matching Engine, Aquis Market Surveillance, Aquis Market Gateway and related services including market surveillance and operations.

(4) Aquis Data - Market Data services across the MTF and Recognised Investment Exchanges operated by Group entities.

Aquis Exchange PLC is the parent company and comprises AQXE and Aquis Technologies. It owns 100% of its two subsidiaries, AQEU and AQSE. Management monitors the Group's overall performance regularly using a set of established Key Performance Indicators including Net revenue, and Adjusted EBITDA and Adjusted Profit Before Tax after exceptional costs. When monitoring the performance of each operating segment individually, management examines the discrete financial information available which will normally include revenue and gross profit for each division. Assets and liabilities, income tax and IFRS 2 charges are not reported internally to Chief Operating Decision Makers. In line with IFRS 8 the operating segments are reported separately as follows:

The tables above represent the segment-level information that is monitored by the Chief Operating Decision Makers, which are the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer. All non-current assets (contract assets) are held centrally by Aquis Exchange PLC, other than the lease for the Paris office assigned to AQEU. The geographical analysis of the non-current assets is as follows; UK: £7,135k, Singapore: £2,754k and South Africa: £1,675k, Total: £11,564k.

At a Group level revenue from any one customer does not exceed 10% of total Group Revenue (2023: none). At a Company level revenue from one technology licence customer exceeded 10% of total Company revenues, and amounted to £3,100k (2022: two customers totalled £4,171k).

7. Employees

The monthly average number of persons (including directors) employed by the Group during the year was:

8. Retirement benefit scheme

Defined contribution schemes

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The total cost at a Group and Company level for defined contribution schemes is included in note 7.

9. Directors' remuneration

Further details on Directors' remuneration are included within the Directors' Report.

Remuneration disclosed above include the following amounts paid to the highest paid director:

There are no directors to whom retirement benefits are accruing in respect of qualifying services. No directors exercised share options in the year (2023: none).

10. Revenue

An analysis of the Group's revenue by product for each segment is as follows:

Revenues from customers attributable to each of the following countries was as follows:

Subscription fees and data vendor fees:

Subscription fees and some data vendor fees are accounted for under IFRS 15 and are all recognised at point in time as they reflect variable revenue determined on a monthly basis. In addition to the variable monthly fee some AQSE data vendors pay an annual fee for access to real time and/or end of day data, which is recognised over time as the performance obligation of providing data is fulfilled.

The Group begins to recognise monthly subscription fees, data vendor fees, and connectivity fees when the customer conformance test is satisfactorily concluded, and an acceptance certificate is issued. This is then verified by the customer starting to utilise the platform, which is the point in time that the Group determines that the customer has received the benefit from the service.

In the case of subscription, connectivity and data fees, invoices are raised monthly in arrears and there is no obligation for a refund, return or any other similar obligation. There is no constrained variable consideration in any customer contracts, and the transaction price is allocated in full at a single point in time when the customer receives the benefit from the services.

Licence fees and contract assets:

Aquis Exchange PLC provides technology services under licence to clients. The services comprise the provision of an exchange platform and / or a surveillance system and may also include support services comprising basic infrastructure support or additional services. The duration of the licences varies between 1 and 7 years and will consist of an implementation fee, and, post implementation, a monthly licence fee for the duration of the contract. The monthly fees also cover system maintenance and system upgrades that typically occur every 12 - 18 months. The licensing contracts are accounted for under IFRS 15 and any corresponding contract assets are subject to IFRS 9 provisioning, as disclosed further in Note 11. Contract liabilities arise when consideration has been provided to Aquis prior to completion of relevant performance obligations as outlined below. These balances typically arise when customers pay in advance of implementation. As of the balance sheet date there are no contract liabilities (2023: nil).

The revenue from licensing contracts with customers has been categorised reflecting the nature, amount, customer categorisation (see also Note 4), contract duration and uncertainty of revenue and cash flows. Revenue from licensing contracts is assessed for each contract and is recognised as and when each performance obligation is satisfied. A transaction price is determined by the contractual terms of an agreement. Transaction prices are allocated to each performance obligation based on the standalone price of the product or service offered by the Group. The list of performance obligations included within Aquis' Technology Licence agreements is outlined below.

For licensing contracts, the Company has assessed the expected credit loss of each client individually. The transaction price is allocated according to the Group's obligations to the client over the course of licence period. There is no constrained variable consideration in any customer contracts.

The licensing fees line item also includes connectivity fees for licensing contract customers that are recognised at a point in time as they reflect variable revenue determined on a monthly basis and are underpinned by a separate agreement.