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Financial Statements
Milo Bidco UK Limited
For the year ended 31 December 2024
Registered number: 13761214
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Company Information
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Chartered Accountants & Statutory Auditors
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Contents
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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Strategic Report
For the year ended 31 December 2024
Milo Bidco UK Limited (the "Company") is a member of the Integrity360 group of companies, one of EMEA's leading cybersecurity specialists. The principal activity performed by the Company during the year was that of an investment holding company.
The Company is a holding company.
The Company's loss before tax for the year amounted to £7,024,467 (2023: £6,237,224). The Company's balance sheet shows net liabilities of £17,474,947 (2023: £10,450,480) as at 31 December 2024. The Company incurs losses year on year as a result of the costs incurred relating to interest on intercompany loans. The directors of the Company consider that the balance sheet status is sufficient for operations for the foreseeable future.
During the year, the Company acquired three new entities: Grove Solutions Limited (United Kingdom), Adsigo Schweiz AG (Switzerland) and Nclose Proprietary Limited (South Africa). The acquisitions will enable Integrity360 to expand across Europe and Africa, further expanding the Integrity360 global presence.
Principal risks and uncertainties
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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 11. The Company funds its business through intergroup 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
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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)
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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.
Page 1
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Strategic Report (continued)
For the year ended 31 December 2024
Relationships with stakeholders
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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.
This report was approved by the board and signed on its behalf.
Page 2
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Directors' Report
For the year ended 31 December 2024
The Board of Directors (the "Directors") present their report and the financial statements for the year ended 31 December 2024.
The principal activity of the Company is that of a holding company for investments in subsidiaries within the Integrity360 Group. Integrity360 is one of EMEA’s leading cyber security specialists and operates from offices across the UK, Europe and South Africa. The results for the Integrity360 Group for the year ended 31 December 2024 are detailed in the annual reports for the trading subsidiaries within the UK and Ireland. Milo Bidco UK Limited also provides management services to other companies within the wider Integrity360 Group.
During the year, the Company acquired 3 new entities: Grove Solutions Limited (United Kingdom), Adsigo Schweiz AG (Switzerland) and Nclose Proprietary Limited (South Africa). The acquisitions will enable Integrity360 to expand across Europe and Africa, further expanding the Integrity360 global presence.
The loss for the year, after taxation, amounted to £7,024,467 (2023: £6,237,224).
There were no dividends declared or paid during the year (2023: £Nil).
The Directors who served during the year were:
Engagement with stakeholders
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Please refer to the Strategic Report on page 1 for the relationship with stakeholders.
Greenhouse gas emissions, energy consumption and energy efficiency action
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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.
At the statement of financial position date, the shareholders’ deficit amounted to £17,474,947 (2023: £10,450,480). The Company incurred losses during the year 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.
Page 3
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Directors' Report (continued)
For the year ended 31 December 2024
Disclosure of information to auditor
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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
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There have been no significant events affecting the Company since the year end.
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 and signed on its behalf.
Page 4
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Directors' Responsibilities Statement
For the year ended 31 December 2024
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have 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
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Independent Auditor's Report to the Members of Milo Bidco UK Limited
We have audited the financial statements of Milo Bidco UK Limited (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, 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, Milo Bidco UK Limited'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.
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
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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
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Independent Auditor's Report to the Members of Milo Bidco UK Limited (continued)
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 the 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 the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' Report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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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 the 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.
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Independent Auditor's Report to the Members of Milo Bidco UK Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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As explained more fully in the Directors' responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 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
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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
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Independent Auditor's Report to the Members of Milo Bidco UK Limited (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 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
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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
13-18 City Quay
Dublin 2
Ireland
Date: 23 September 2025
Page 9
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Statement of Comprehensive Income
For the year ended 31 December 2024
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Interest payable and similar expenses
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Loss before tax for the year
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Loss after tax for the year
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All amounts relate to continuing operations.
There was no other comprehensive income for 2024 (2023: £Nil).
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The notes on pages 13 to 24 form part of these financial statements.
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Page 10
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Milo Bidco UK Limited
Registered number: 13761214
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Statement of Financial Position
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 24 form part of these financial statements.
Page 11
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Statement of Changes in Equity
For the year ended 31 December 2024
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The notes on pages 13 to 24 form part of these financial statements.
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Page 12
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Notes to the Financial Statements
For the year ended 31 December 2024
Milo Bidco UK Limited (the "Company") is a private limited liability company incorporated in England. The registered office is Unit 4, Horizon Trade Park, Ringway, Bounds Green, London, N11 2NW, United Kingdom with a registered number of 13761214.
The principal activity of the Company is that of a holding company.
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
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Basis of preparation of financial statements
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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).
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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
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Notes to the Financial Statements
For the year ended 31 December 2024
3.Accounting policies (continued)
At the statement of financial position date, the shareholders’ deficit amounted to £17,474,947. 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.
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Consolidated financial statements
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The ultimate parent company and parent company of both 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:
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Foreign currency translation
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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
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Notes to the Financial Statements
For the year ended 31 December 2024
3.Accounting policies (continued)
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.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Investment in subsidiaries
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Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable 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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 15
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Notes to the Financial Statements
For the year ended 31 December 2024
3.Accounting policies (continued)
A contingent liability is either a possible but uncertain obligation or a present obligation that is not recognised because a transfer of economic benefits is not probable. A contingent liability also arises if a present obligation exists but the amount required to settle it cannot be reliably estimated. This is not currently applicable to the Company.
Contingent liabilities are not recognised unless they have arisen in a business acquisition. They are disclosed unless the possibility of an outflow of resources is remote.
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 assets
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.
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.
Page 16
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Notes to the Financial Statements
For the year ended 31 December 2024
3.Accounting policies (continued)
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Financial instruments (continued)
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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.
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.
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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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.
Page 17
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Notes to the Financial Statements
For the year ended 31 December 2024
4.Judgments in applying accounting policies (continued)
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 investments
At the end of each financial period, an assessment is made on whether there are indicators that the Company’s investments 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 investments in subsidiaries. During the year, no impairment loss is recorded (2023: £Nil).
Impairment and recoverability of amounts owed by group undertakings and other debtors
The Company makes an estimate of the recoverable value of amounts owed by group undertakings and other debtors. When assessing impairment of debtors, management considers factors including the credit rating of the receivable, the ageing profile or receivables and historical experience. During the year, the Company recorded a provision for impairment loss amounting to £Nil (2023: £Nil).
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An analysis of turnover by class of business is as follows:
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The operating profit/(loss) is stated after charging/(crediting):
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The Company has no employees other than the Directors, who did not receive any remuneration (2023: £Nil).
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Page 18
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Notes to the Financial Statements
For the year ended 31 December 2024
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During the year, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Interest payable and similar expenses
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Interest expense on amounts owed to group undertakings
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25% (2023:19%). The differences are explained below:
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Loss multiplied by standard rate of corporation tax in the UK of 25% (2023: 19%)
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Expenses not deductible for tax purposes
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Group relief surrendered under TCA 97 s420
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Unrelieved tax losses carried forward
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Total tax charge for the year
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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%).
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Page 19
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Notes to the Financial Statements
For the year ended 31 December 2024
10.Taxation (continued)
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Factors that may affect future tax charges
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The Company has a possible deferred taxation asset of £481,018 (2023: £365,573) 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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Investments in subsidiary companies
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Page 20
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Notes to the Financial Statements
For the year ended 31 December 2024
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The following were subsidiary undertakings of the Company:
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Integrity360 Limited (UK)
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Adsigo Schweiz AG (Switzerland)
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NClose Proprietary Limited (South Africa)
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Integrity360 APS (Denmark)
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Grove Solutions Limited (UK)
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Grove South Africa Proprietary Limited (South Africa)
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Grove Information Systems Limited (UK)
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Grove Information Systems Kenya Limited (Kenya)
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Integrity360 Europe EOOD (Bulgaria)
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The subsidiary companies are incorporated and registered in the country following their company names listed above.
The registered office of all United Kingdom (UK) group companies is Unit 4, Horizon Trade Park, 4 Ring Way, Bounds Green, London, N11 2NW.
During the year, the Company acquired 3 new entities: Grove Solutions Limited (United Kingdom), Adsigo Schweiz AG (Switzerland) and Nclose Proprietary Limited (South Africa). The acquisitions will enable Integrity360 to expand across Europe and Africa, further expanding the Integrity360 global presence.
The Company acquired three new entities during the year.
On 24 August 2024, the Company acquired 100% of the issue share capital of Grove Solutions Limited (United Kingdom) for a total consideration of £23,443,905.
On 2 December 2024, the Company acquired 100% of the issue share capital of Adsigo Schweiz AG (Switzerland) for a total consideration of £1,263,875.
On 24 December 2024, the Company acquired 100% of the issue share capital of Nclose Proprietary Limited (South Africa) for a total consideration of £12,391,606.
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Page 21
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Notes to the Financial Statements
For the year ended 31 December 2024
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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The amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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The amounts owed to group undertakings are unsecured, non interest-bearing repayable on demand.
Contract liabilities refer to the deferred purchase price in relation to the Company's acquisition of businesses during the year which shall be paid in separate installments in 2025.
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Page 22
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Notes to the Financial Statements
For the year ended 31 December 2024
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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On 13 May 2025, a charge was created in favour of Glas Trust Corporation Limited by Milo Finco Limited including I360 Cyber Ltd, 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.
The amounts owed to the immediate parent entity are unsecured, interest-bearing at market rates of interest, and are repayable on or before 31 December 2029.
Contract liabilities refer to the contingent consideration in relation to the Company's acquisition of businesses during the year which shall be paid in 2026.
During the year, the Company issued additional advances to group companies that carries an interest rate of 10.5% to 12.5% per annum and is repayable on or before 2029.
Also, the Company issued advances to group companies. The interest rate is calculated based on net leverage and ranges from 6.75% to 7.75% per annum and is repayable in 2029.
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Share capital and reserves
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Share capital
The number of allotted, called up and fully paid Ordinary share as at year end is 1 (2023: 1). On 23 November 2021, 1 ordinary share of £0.01 each were issued to I360 Cyber Limited.
There was no other movement in the share capital of the Company to the year ended 31 December 2024.
Profit and loss account
The profit and loss account includes the current and prior periods profit and loss.
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Related party transactions
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The Company avails of the exemption contained in the Financial Reporting Standard 102 Section 33 and does not disclose transactions entered into between wholly owned members of the Group.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Page 23
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Notes to the Financial Statements
For the year ended 31 December 2024
The Company is a wholly owned subsidiary of I360 Cyber Limited, a company registered 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.
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Approval of financial statements
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The financial statements were approved by the Board of Directors on 23 September 2025.
Page 24
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