ACCOUNTS - Final Accounts preparation

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

Financial Statements

I360 Cyber Ltd

For the year ended 31 December 2024

Registered number: 13424686


I360 Cyber Ltd

Company Information

Directors	Patrick McHale
	Ian Brown


Registered number	13424686


Registered office	Unit 4
	Horizon Trade Park Ringway
	Bounds Green
	London
	N11 2NW
	United Kingdom


Independent auditor	Grant Thornton
	Chartered Accountants & Statutory Auditors
	13-18 City Quay
	Dublin 2


I360 Cyber Ltd

Contents

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Directors' Responsibilities Statement	5
Independent Auditor's Report	6 - 9
Statement of Comprehensive Income	10
Statement of Financial Position	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 24


I360 Cyber Ltd

Strategic Report

For the year ended 31 December 2024

Introduction

I360 Cyber Ltd (the "Company") is a member of the Integrity360 group of companies, one of Europe's leading cybersecurity specialists. The principal activity performed by the Company during the year was that of an investment holding company.

Business review

The Company is a holding company.

The Company's loss before tax for the year amounted to £3,195,609 (2023: £2,351,489). The Company's balance sheet shows net liabilities of £10,312,022 (2023: £7,116,413) as at 31 December 2024. The Company incurs losses year on year as a result of the costs incurred relating to interest on loans. The directors of the Company consider that the balance sheet status is sufficient for operations for the foreseeable future.

Principal risks and uncertainties

The Board of Directors (the "Directors") have reviewed the investments of the Company and performed a risk assessment based on cash flow, interest rates and liquidity. The Company holds direct and indirect investments in the trading subsidiaries of the Integrity360 Group listed in note 12. The Company funds its business through inter-group loans and external loan notes.

The interest receivable and payable recorded in the Statement of comprehensive income arises from external loan notes and intercompany arrangements and facilitates financing within the Group.

The Directors consider that the principal risks facing the trading subsidiaries are faced by all companies operating in Ireland and United Kingdom in this sector with increasing operating costs and increased levels of competition. The Directors are of the opinion that the trading subsidiaries are well-positioned to manage these challenges. The trading subsidiaries operate in an extremely competitive market and may be affected by factors beyond the control of the Group.

Financial key performance indicators

The Company has few transactions due to its principal activity as a holding company. The directors consider that the key performance indicators for the underlying investments and related loans are turnover, gross profit and operating profit of its indirect subsidiary companies.

Statement by Directors in performance of their statutory duties in accordance with s172(1)

The Directors consider, both individually and together, that they have acted in a way that they consider to be in good faith, after reaching the decision that they would most likely promote the success of the Company, and decisions that were made during the year ended 31 December 2024, for the benefit of its members as a whole. In doing so the Directors have had regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006.

Relationships with stakeholders

The Company is a non-trading holding company with no employees.

Statements with regard to relationships with stakeholders of the Group and its trading subsidiaries can be found in the Strategic Report of Milo Topco Limited and its subsidiaries.

Page 1


I360 Cyber Ltd

Strategic Report (continued)

For the year ended 31 December 2024

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

Patrick McHale

Director

Date: 23 September 2025

Page 2


I360 Cyber Ltd

Directors' Report

For the year ended 31 December 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the Company is that of a holding company for its investments in subsidiaries.

Results and dividends

The loss for the year, after taxation, amounted to £3,195,609 (2023: £2,351,489).

There were no dividends declared or paid by the Board during the year (2023: £Nil).

Directors

The Directors who served during the year were:

Patrick McHale

Ian Brown

Engagement with stakeholders

Please refer to the Strategic Report on page 1 for the relationship with stakeholders.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company is a non-trading holding company. Energy usage is incurred by subsidiary companies. Streamlined energy and carbon reporting in respect of the trading subsidiary companies can be found in the published financial statements of Milo Topco Limited and its subsidiaries.

Going concern

At the statement of financial position date, the net liability amounted to £10,312,022 (2023: £7,116,413). The Company incurred losses during the period as a result of the interest expense recognized on intercompany loans and management recharges.

The ultimate parent company, Milo Topco Limited, has provided a letter of comfort in relation to non-recall of significant intercompany balances, interest and recharges until the Company is in a financial position to do so. This commitment covers a period of at least twelve months from the date of approval of these financial statements. On this basis, and based on the strong performance of the trading subsidiaries, the Directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

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

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

Post balance sheet events

There have been no significant events affecting the Company since year end.

Page 3


I360 Cyber Ltd

Directors' Report (continued)

For the year ended 31 December 2024

Auditor

The auditor, Grant Thornton, has expressed their willingness to continue in office in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board of Directors and signed on its behalf.

Patrick McHale

Director

Date: 23 September 2025

Page 4


I360 Cyber Ltd

Directors' Responsibilities Statement

For the year ended 31 December 2024

The Board of Directors (the "Directors") are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the Directors are required to:

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

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

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

On behalf of the board:

Patrick McHale

Director

Date: 23 September 2025

Page 5

Independent Auditor's Report to the Members of I360 Cyber Ltd

Opinion

We have audited the financial statements of I360 Cyber Ltd (the "Company"), which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity for the year ended 31 December 2024, and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards issued by the Financial Reporting Council, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, I360 Cyber Ltd's financial statements:

∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the year then ended; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 6

Independent Auditor's Report to the Members of I360 Cyber Ltd (continued)

Other information

Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon, including the Directors' Report and Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Page 7

Independent Auditor's Report to the Members of I360 Cyber Ltd (continued)

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102, and for such internal control as directors determine necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error.

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

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

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

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the local law and tax, including Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team including ITGC specialists to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

Page 8

Independent Auditor's Report to the Members of I360 Cyber Ltd (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

In response to these principal risks, our audit procedures included but were not limited to:

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

∙inspection of the Company’s regulatory and legal correspondence and review of minutes of directors’ meetings during the year to corroborate inquiries made;

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

∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

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

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

∙challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of investment in subsidiary, financial assets and intercompany debtors; and

∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

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

Dan Holland, FCA (Senior Statutory Auditor)

for and on behalf of

Grant Thornton

Chartered Accountants &

Statutory Auditors

Dublin 2
Ireland
Date: 23 September 2025

Page 9


I360 Cyber Ltd

Statement of Comprehensive Income

For the year ended 31 December 2024

	2024	2023
Note	£	£


Turnover	5	612,352	524,689
Administrative expenses		(624,896)	(698,901)
Other operating income		59,996	-
Operating profit/(loss)	6	47,452	(174,212)
Interest receivable and similar income	8	12,594,679	9,801,504
Interest payable and similar expenses	10	(15,837,740)	(11,978,781)
Loss before tax		(3,195,609)	(2,351,489)
Tax on loss	11	-	-
Loss for the year		(3,195,609)	(2,351,489)

All amounts relate to continuing operations.
There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 13 to 24 form part of these financial statements.

Page 10


I360 Cyber Ltd Registered number: 13424686

Statement of Financial Position

As at 31 December 2024


	2024	2023
Note	£	£

Fixed assets
Financial assets	12		151,927,392		110,898,259
			151,927,392		110,898,259
Current assets
Debtors: amounts falling due within one year	13	1,951,883		1,940,584
		1,951,883		1,940,584
Current liabilities
Creditors: amounts falling due within one year	14	(6,922,525)		(3,759,840)
Net current liabilities			(4,970,642)		(1,819,256)
Total assets less current liabilities			146,956,750		109,079,003
Creditors: amounts falling due after more than one year	15		(157,268,772)		(116,195,416)
Net liabilities			(10,312,022)		(7,116,413)

Capital and reserves
Called up share capital	17	3,041	3,041
Share premium account	18	301,013	301,013
Profit and loss account	18	(10,616,076)	(7,420,467)
		(10,312,022)	(7,116,413)

The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:

Patrick McHale

Director

Date: 23 September 2025

The notes on pages 13 to 24 form part of these financial statements.

Page 11


I360 Cyber Ltd

Statement of Changes in Equity

For the year ended 31 December 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	3,041	301,013	(5,068,978)	(4,764,924)

Loss for the year	-	-	(2,351,489)	(2,351,489)

At 1 January 2024	3,041	301,013	(7,420,467)	(7,116,413)

Loss for the year	-	-	(3,195,609)	(3,195,609)
At 31 December 2024	3,041	301,013	(10,616,076)	(10,312,022)

The notes on pages 13 to 24 form part of these financial statements.

Page 12


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

1.	General information

I360 Cyber Ltd (the "Company") is a private holding company limited by share capital, incorporated in the United Kingdom. The registered number is 13424686 and the registered office is Unit 4, Horizon Trade Park, Ringway, Bounds Green, London, N11 2NW, United Kingdom.

The principal activity of the Company is that of a holding company.

2.	Statement of compliance

The financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" ("FRS 102") and the Companies Act 2006.

3.Accounting policies

3.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 4).

3.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Milo Topco Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.

Page 13


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

3.Accounting policies (continued)

3.3

Going concern

3.4

Consolidated financial statements

The ultimate parent company and parent company of the largest and smallest group that prepares group financial statements at 31 December 2024 that consolidate the Company is Milo Topco Limited (incorporated in the United Kingdom, registered office address Unit 4, Horizon Trade Park, Ringway, Bounds Green, London, N11 2NW, United Kingdom). Financial statements for Milo Topco Limited are publicly available.

In accordance with the exemptions available under section 400 of the Companies Act 2006, the Company has not prepared consolidated accounts as it is consolidated into its parent entity Milo Topco Limited. Therefore, these financial statements reflect the results of the Company only for the year ended 31 December 2024.

The following principal accounting policies have been applied:

3.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP ("£").

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

3.Accounting policies (continued)

3.6

Revenue

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

Rendering of services

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

∙the amount of revenue can be measured reliably;

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

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

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

3.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective so that the amount charged is at a constant rate on the carrying amount. recognised as a reduction in the proceeds of the associated capital instrument.

3.8

Interest income

Interest income is recognised using the effective interest method.

3.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

3.10

Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively. Current or deferred taxation assets and liabilities are not discounted.

Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the period or prior periods. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. 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 tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Page 15


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

3.Accounting policies (continued)

3.10

Taxation (continued)

Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

3.11

Investment in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

3.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts advanced to group companies are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

3.13

Creditors

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

3.14

Financial instruments

The Company has chosen to adopt the Sections 11 Basic Financial Instruments and 12 Other Financial
Instruments Issues of FRS 102 in respect of financial instruments.

Financial asset
Basic financial assets, including amounts due from group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

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

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Page 16


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

3.Accounting policies (continued)

3.14

Financial instruments (continued)

Financial liabilities
Basic financial liabilities, including amounts due to group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

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

3.15

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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

The Company made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources in the application of the Company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors that are considered to be reasonable under the circumstances. Actual results may differ from the estimates.

Critical judgments made in applying the Company's accounting policies

Management is of the opinion that there are no critical judgements (other than those involving estimates) that have a significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty

The estimates and assumptions that 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:

Impairment of financial assets, including investments in subsidiaries and advances to group companies

At the end of each financial period, an assessment is made on whether there are indicators that the Company’s financial assets are impaired. Where necessary, the Company’s assessments are based on the estimation of the value-in-use of the assets defined in FRS 102 Section 27 Impairment of Assets. See Note 11 for the carrying amount of financial assets, , including investments in subsidiaries and advances to group companies. During the year, no impairment loss is recorded (2023: £Nil).

Page 17


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

	Management charges	612,352	524,689

Unrealised foreign exchange gain

59,996

Employees

The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £Nil).

8.	Interest receivable and similar income
		2024	2023
		£	£

On amounts advanced to group companies

12,594,679

9,801,504

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

11,100

10,600

Page 18


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

10.	Interest payable and similar expenses
		2024	2023
		£	£

On loan notes	5,818,670	4,004,876
On amounts owed to group companies	10,019,070	7,973,905
	15,837,740	11,978,781


	Tax on loss	-	-

Loss before tax

(3,195,609)

(2,351,489)

Loss multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)	(798,902)	(446,783)
Effects of:
Expenses not deductible for tax purposes	-	1,995
Unrelieved tax losses carried forward	-	141,719
Group relief surrendered under TCA 97 s420	798,902	303,069
Total tax charge for the year	-	-

The standard rate of corporation tax in the UK at the balance sheet date is 25%. This gives a corporation tax rate of Company for the period of 25% (2023: 19%).

Factors that may affect future tax charges

The Company has a possible deferred taxation asset of £663,170 (2023: £879,223) which is mainly due to the availability of tax losses forward. This asset has not been recognised as there is insufficient evidence that the asset will be recoverable in the foreseeable future.

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I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

12.	Financial assets

	Investment in subsidiary companies	Amounts advanced to group companies	Total
	£	£	£
Cost or valuation
At 1 January 2024	20,655,572	90,242,687	110,898,259
Additions	-	41,029,133	41,029,133
At 31 December 2024	20,655,572	131,271,820	151,927,392

Net book value
At 31 December 2024	20,655,572	131,271,820	151,927,392
At 31 December 2023	20,655,572	90,242,687	110,898,259

The Company directly holds 100% of the ordinary share capital of Milo Bidco Ire Limited incorporated in Ireland, and Milo Bidco UK Limited incorporated in the United Kingdom.

During the year, the Company issued additional advances to group companies that carry an interest rate of 9.85% to 13.83% per annum.

Page 20


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

Subsidiary undertakings
The following were direct and indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Milo Bidco Ire Limited*	Holding company	Ordinary	100%
Integrity360 Limited (Ireland)*	Cyber Security	Ordinary/A Ordinary/B Ordinary/C Ordinary	100%
Gleelation UK Limited (UK)	Cyber Security	Ordinary	100%
Blend IT Group Limited (UK)	Holding Company	Ordinary	100%
Gleelation Investments (UK) Limited	Holding Company	Ordinary	100%
Metadigm Limited (UK)	Cyber Security	Ordinary	100%
Caretower Limited (UK)	Cyber Security	Ordinary	100%
Milo Bidco UK Limited	Holding Company	Ordinary	100%
Integrity360 Limited (UK)	Cyber Security	A Ordinary/ B Ordinary/ Euro preference	100%
Integrity360 Europe Limited*	Cyber Security	Ordinary	100%
Adsigo Schweiz AG (Switzerland)	Cyber Security	Ordinary	100%
Adsigo AG (Germany)	Cyber Security	Ordinary	100%
NClose Proprietary Limited (South Africa)	Cyber Security	Ordinary	100%
Integrity360 APS (Denmark)	Cyber Security	Ordinary	100%
Integrity360 AB (Sweden)	Cyber Security	Ordinary	100%
Grove Solutions Limited (UK)	Holding Company	Ordinary	100%
Grove South Africa Proprietary Limited (Kenya)	Cyber Security	Ordinary	100%
Grove Information Systems Limited (UK)	Cyber Security	Ordinary	100%
Grove Information Systems Kenya Limited (Kenya)	Cyber Security	Ordinary	100%
Advantio Cybersecurity Ltd (UK)	Cyber Security	Ordinary	100%
Integrity360 UAB (Lithuania)	Cyber Security	Ordinary	100%
Integrity360 Ciberseguridad SL (Spain)	Cyber Security	Ordinary	100%
Integrity360 LLC (Ukraine)	Cyber Security	Ordinary	100%
Integrity360 SRL (Italy)	Cyber Security	Ordinary	100%
Integrity360 Inc. (USA)	Cyber Security	Ordinary	100%
Integrity360 IT Security RO SRL (Romania)	Cyber Security	Ordinary	100%
Integrity360 Europe EOOD (Bulgaria)	Cyber Security	Ordinary	100%

All of the subsidiary companies are incorporated and registered in the United Kingdom unless denoted with a *; these entities are incorporated and registered in the Republic of Ireland. Other entities state the country of incorporation following the name of the entity.

The registered office of all UK group companies is Unit 4, Horizon Trade Park, 4 Ring Way, Bounds Green, London, N11 2NW unless:

Denoted with a *; these entities have the following registered office address: Termini, 3 Arkle Road, Sandyford Business Park, Sandyford, Dublin 18.

Page 21


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

13.	Debtors: Amounts falling due within one year


					2024	2023
					£	£


Amounts owed by group undertakings	1,940,583	1,940,584
VAT receivable	11,300	-
	1,951,883	1,940,584

The amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Amounts owed to group undertakings	4,568,500	2,746,538
Accrued interest payable on loans	2,133,700	809,193
Accruals and other payables	220,325	204,109
	6,922,525	3,759,840

The amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Loans notes (Note 16)	68,537,419	38,701,154
Amounts due to group companies	88,731,353	77,494,262
	157,268,772	116,195,416

The amounts owed to group companies carries an interest rate of 10.5% to 12.5% per annum and is repayable in 2029. Also, the Company has amounts owed to group companies that carries an interest rate of 10.5% plus Euribor rates per annum and is repayable in 2029

Page 22


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024



Amounts falling due 2-5 years
Loan notes	68,537,419	-
Amounts falling due after more than 5 years
Loan notes	-	38,701,154
	68,537,419	38,701,154

Loan terms

Accordion and Acquisition facility

The principal amount at £57,758,079 is repayable in 2028. The interest rate is calculated based on net leverage and ranges from 6.75% to 7.75%.

On 13 May 2025, a charge was created in favour of Glas Trust Corporation Limited by I360 Cyber Ltd including Milo Finco Limited, Milo Bidco IRE Limited, Integrity360 Limited (previously Integrity Communications Limited (Ireland)), Gleelation UK Limited (previously Integrity Communications Limited (UK)), Milo Bidco UK Limited, Integrity360 Limited UK (previously Caretower Ltd), Grove Solutions Ltd and Grove Information Systems Limited, to include fixed and floating charges over each of their assets.

On 30 September 2021, a charge was created in favour of Glas Trust Corporation Limited by I360 Cyber Ltd and including Milo Finco Limited, Milo Bidco IRE Limited, Integrity360 Limited (previously Integrity Communications Limited (Ireland)), Gleelation UK Limited (previously Integrity Communications Limited (UK)), to include fixed and floating charges over each of their assets.

Unitranche and Revolving facility

The principal amount at £10,778,980 is repayable in 2028. The interest rate is 7.25%.

17.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

304,054 (2023 - 304,054) Ordinary shares of £0.01 each	3,041	3,041

1 ordinary share of £0.01 was issued on incorporation for the initial capitalisation of the Company, for a consideration of £1.

On 21 June 2021, 304,053 ordinary shares of £0.01 each were issued to provide for the further capitalisation of the Company, for a consideration of £304,053.

There was no other movement in the share capital of the Company during the year ended 31 December 2024.

Page 23


I360 Cyber Ltd

Notes to the Financial Statements

For the year ended 31 December 2024

18.

Reserves

Share premium

The share premium reserve represents the premium on issue of the ordinary shares.

Profit and loss account

The share premium reserve cumulative gains and losses recognised, net of transfers to/from other reserves and dividends paid.

19.	Related party transactions
	The Company has availed of the exemption under FRS 102 Section 33 Related Party Disclosures from disclosing transactions with members of the same group that are wholly owned.

20.	Post balance sheet events

There were no significant events affecting the Company after the year end.

21.	Controlling party

The Company is a wholly owned subsidiary of Milo Finco Limited, a company incorporated in the United Kingdom.

The ultimate parent company is considered to be Milo Topco Limited, a company registered in the United Kingdom, and the ultimate controlling party is considered to be August Equity LLP, incorporated in the United Kingdom.

Page 24