Financial Statements
For the year ended 31 December 2024
Registered number: 03538529
Company Information
Contents
Strategic Report
For the year ended 31 December 2024
The Board of Directors (the "Directors") are pleased to present their Strategic Report for Integrity360 Limited (the "Company") for the year ended 31 December 2024.
The Company continues to develop its service offerings and promote a “Security First” approach to enable clients to protect and secure their business. Working either independently or as an extension of an organisation’s own team the Company strengthens security postures for both mid-market and enterprise organisations across a wide range of sectors including financial and legal, insurance, healthcare, pharmaceutical, retail, technology, telecoms, utilities, manufacturing and the public sector.
2024 built further on the growth achieved in 2023, the Group completed it’s first acquisitions outside of Europe with the South African acquisitions of Grove (re-branded to Integrity360 International) and Nclose in August and December respectively. In addition, it broadened its European footprint with the acquisition of Adsigo giving the group an increased presence in Germany and Switzerland. This was followed in Q1 2025 with the acquisition of France based OT cyber security specialist Holiseum. As a result, the Group now has offices in 12 countries and a headcount of over 700 employees. These accounts reflect the performance of the Company but in order to provide a proper understanding of the Group the business commentary reflects the performance of the Group during the period under review.
Other notable Group trading entities in 2024 consisted of Integrity360 Limited (Ireland), Integrity360 AB (Sweden), Integrity360 International (South Africa), NClose (South Africa), Integrity360 Europe Limited (Ireland), Integrity360 SRL (Italy), Integrity360 Ciberseguridad SL (Spain) Integrity360 Europe EOOD (Bulgaria), Adsigo (Germany) in addition to entities in Ukraine, Lithuania and Denmark.
Compared on a proforma basis revenue increased 13% over the prior year, gross margin grew 11%, and Trading EBITDA increased materially by 19% to €14.0m, reflecting a 16% increase in orders to a record €167m. The group continued to expand its sales operations across all territories. Managed Security Services (“MSS”) revenues grew 23%, which combined with Professional Services sales together account for 30% of total revenue. Product revenue grew by 15% reflecting the groups strong partnerships with the leading cyber security vendors. As with previous years, the MSS revenue growth continued to be positively impacted by a growing number of contracts for the Group’s Gartner recognised next generation Managed Detection and Response (MDR) service.
Other notable Group trading entities in 2024 consisted of Integrity360 Limited (Ireland), Integrity360 AB (Sweden), Integrity360 International (South Africa), NClose (South Africa), Integrity360 Europe Limited (Ireland), Integrity360 SRL (Italy), Integrity360 Ciberseguridad SL (Spain) Integrity360 Europe EOOD (Bulgaria), Adsigo (Germany) in addition to entities in Ukraine, Lithuania and Denmark.
Compared on a proforma basis revenue increased 13% over the prior year, gross margin grew 11%, and Trading EBITDA increased materially by 19% to €14.0m, reflecting a 16% increase in orders to a record €167m. The group continued to expand its sales operations across all territories. Managed Security Services (“MSS”) revenues grew 23%, which combined with Professional Services sales together account for 30% of total revenue. Product revenue grew by 15% reflecting the groups strong partnerships with the leading cyber security vendors. As with previous years, the MSS revenue growth continued to be positively impacted by a growing number of contracts for the Group’s Gartner recognised next generation Managed Detection and Response (MDR) service.
Page 1
Strategic Report (continued)
For the year ended 31 December 2024
Business review (continued)
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*Trading EBITDA includes addback of non-trading items such as M&A transaction costs & exceptional costs.
**Proforma amounts include the 12 month financial year of Integrity360 International, Adsigo and Integrity360 South Africa. The entities were acquired as at 26 August 2024, 3 and 24 December 2024 respectively and so the consolidated financial statements included 4 and 1 months of post-acquisition trading performance for these entities respectively.
Building on the gains in 2023, gross margins increased further in 2024 by €4.3m (11%) driven by the continued improvements in operating processes and efficiencies gained from the groups “one global” Security Operating Centre (“SOC”) architecture.
Building on the 2022 acquisition of Caretower (UK, Bulgaria), and 2023 acquisitions of Netsecure (Sweden), and leading Pan European PCI QSA (Payment Card Industry Qualified Security Assessor) Advantio (Ireland, Italy, Spain, Ukraine, Lithuania), the Group completed acquisitions of Grove (UK, South Africa, Caribbean, Indian Ocean ) who specialise in providing technology and services around a select group of cyber vendors and a managed service business focused on Darktrace in August 2024, NClose (South Africa) who provide cyber security solutions, including consulting, a full suite of managed services for cyber infrastructure, an innovative MDR platform (Cyberfire) and a select range of technology solutions from leading international cyber security vendors and Adsigo (Germany, Switzerland) who have a leading position in PCI compliance in Europe both in December 2024. As a result of both its organic and acquisition activities the Group has undergone a significant expansion in just over 3 years, achieving 2024 proforma revenues of €157.4m, and operates with a team of over 700 talented multilingual cyber professionals, an integrated network of 6 Security Operations Centres and from facilities in 12 countries.
Other milestones and initiatives in the year included (a) the move to a new facility in Madrid including the addition of a new SOC to support the group’s activities in Iberia (b) the addition of further managed services including a Managed CNAPP (cloud native application protection platform) and solutions for Fortinet and Darktrace technologies, and (c) a new enhanced partnership with Armis – the asset intelligence company - and subsequently a new Managed ASM service (attack surface management) - using Armis technology. In addition 2024 saw the company win its largest evert MDR contracts from leading corporations and public bodies including one with a total contract value of over €3.7m.
During 2024 the Group launched new managed and support services for threat detection and response, threat exposure management, network security, cloud security, and email security. Integrity360 retained its Microsoft official designation as Solutions Partner for Security and for Advanced Specialization in Threat Protection and also qualified as a Microsoft FastTrack Ready partner. In addition, the Group was awarded Fortinet Security Operations Partner of the year, KnowBe4 Product Champion of the year, Netskope Ireland Partner of the Year, Check Point Ireland Partner of The Year, Vectra MSSP of the year and became an accredited Mimecast Professional Services Partner, Darktrace accredited services partner, and Netskope accredited services partner.
Page 2
Strategic Report (continued)
For the year ended 31 December 2024
Business review (continued)
Alongside the expansion of the Group into additional territories in 2024, the Group continued to be highly active in educating customers and the wider business community on cyber security trends, vulnerabilities, threats and how to tackle them. This included regular updates on all media channels and through the expansion of its highly successful Security First conferences in new locations including Milan and Madrid in addition to the hugely popular events operating annually in London, Dublin, Stockholm, Belfast, Cork This has continued into 2025 with the event showcasing in other leading cities including Cape Town and Johannesburg.
During 2024, the Group continued to invest in training and upskilling its operational and technical teams including academy programmes equipping them with the knowledge, tools, and skills needed to provide highly effective services to the Group’s growing customer base. The Group’s progress was recognised in 2024 by being shortlisted for the Cybersecurity Excellence awards, finalist for the SC awards Europe and being shortlisted for MSSP of the year in the Tech Excellence Awards.. In early 2025, the Group sustained its commitment to the ongoing training and development of its operational and technical teams, notably through targeted academy programmes designed to equip staff with advanced skills, knowledge, and tools necessary to deliver exceptional services to an expanding customer base. This dedication to excellence was recognised with the prestigious International Company of the Year accolade at the Tech Excellence Awards, underscoring the Group's leadership and outstanding contributions within the technology sector.
The Company monitors its performance through the use of key performance indicators. Turnover for the financial year for the Company was £48,095,179 (2023: £40,833,076) with a gross margin of £14,907,428 (2023: £11,866,931), operating profit of £2,828,088 (2023: £888,952) and underlying EBITDA of £3,255,726 (2023: £1,236,694). The Company’s net assets as at 31 December 2024 are £7,359,334 (2023: £4,603,193), current assets of £30,663,202 (2023: £21,168,204) and current liabilities of £25,978,241 (2023: £19,599,696). The profit for the year, after taxation increased significantly and amounted to £2,756,141 (2023: £781,152).
The Company monitors its performance through the use of key performance indicators. Turnover for the financial year for the Company was £48,095,179 (2023: £40,833,076) with a gross margin of £14,907,428 (2023: £11,866,931), operating profit of £2,828,088 (2023: £888,952) and underlying EBITDA of £3,255,726 (2023: £1,236,694). The Company’s net assets as at 31 December 2024 are £7,359,334 (2023: £4,603,193), current assets of £30,663,202 (2023: £21,168,204) and current liabilities of £25,978,241 (2023: £19,599,696). The profit for the year, after taxation increased significantly and amounted to £2,756,141 (2023: £781,152).
Future developments
The Group expects to continue its ambitious growth plans over the coming years by focusing on continued strong organic growth and additional acquisitive activity. In March 2025 the Group acquired Holiseum headquartered in Paris, France to expand its already significant European footprint into France and significantly provide a new and exciting services practice focused on Operational Technology (“OT”) and Internet of Things (“IoT”) technologies which complement Integrity360’s existing service practices. The Group expects to make further complimentary acquistions in the coming year.
The Directors consider that the principal risks facing the Company are faced by all companies operating across EMEA in this sector with increasing operating costs and increased levels of competition. The Directors are of the opinion that the Company is well-positioned to manage these challenges. The Company operates in an extremely competitive market and may be affected by factors beyond the control of the Company.
The General Economy
The Company is vulnerable to declines in the general economy and the wider macro environment. Any adverse effects arising are mitigated by the steady expansion of the Company’s products and services, particularly Cyber Security which has shown significant growth and the Company has taken advantage of this expanding market. The Directors are of the opinion that the Company is well placed to expand further into this market.
Competition
Strong competition, particularly in the more mature markets such as the UK can have an adverse effect on the performance of the business, particularly in the re-sale sector. In view of this, the Directors will aim to mitigate the effects by growing its range of professional and managed services to both existing and potential new markets.
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Strategic Report (continued)
For the year ended 31 December 2024
Principal risks and uncertainties (continued)
Loss of key personnel
The Company is reliant on key senior staff for its success and the loss of senior management staff can have a detrimental impact on performance. The Company benefits from low staff turnover at senior and management level and any impact arising from loss of staff at management level will be compensated from existing staff at senior levels.
Financial risk management
Other lower-exposure risks and uncertainties include the following:
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Details of the Company's receivables are shown in note 15.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company aims to mitigate liquidity risk by managing cash generation by its operations. The Company also manages liquidity risk via revolving credit facilities and long-term debt.
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s foreign currency exposures are on transactions that are denominated in currencies other than euros, the Company’s functional currency. The Company does hedge this foreign exchange exposure.
The Board of Directors of Integrity360 Limited consider that they have acted in good faith and in a way they consider would be most likely to promote the success of the Company for the benefit of its stakeholders as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2024. The Company’s key stakeholders have an important role to play in the successful operation of the business. The Board are fully aware of, and take seriously, their responsibilities to those stakeholders under the Act.
The Directors believe it is appropriate to consider the potential impact on the Group’s stakeholders when considering the Company’s strategy and in making key decisions. Indeed, these responsibilities are rooted in the Company’s culture, values and purpose. The Board considers that, in its decisions and actions to date, it has acted in a way that would promote the success of the Company for the benefit of its members as a whole, while having regard to stakeholders and matters set out in section 172(a) – (f) of the Act. It has identified the Company’s key stakeholders as being employees, customers, vendors, the environment and communities in which it operates, and investors. It receives updates on each of these and takes steps to ensure that it remains well informed.
Set out below are examples of how the Board has engaged with, and been influenced by, the interests of the Company’s stakeholders.
Employee engagement
The Directors recognise that Integrity360 employees are fundamental and pivotal to our continued growth and successful delivery of our business model. The business regularly run events for staff to foster wellbeing and team spirit and the senior leadership team routinely engage with all levels of staff across the business.
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Strategic Report (continued)
For the year ended 31 December 2024
Stakeholder engagement and section 172 statement (continued)
Customers
We have an extensive customer base of long established and new customers. Engagement with customers is key, every department operates with a customer focus. The Company utilises Net Promoter Score surveys to measure and report on customer satisfaction.
Vendors and Suppliers
Focusing on long-term relationships and effective collaboration to bring a quality service to our customer, the business very much values and invests in its vendor relationships.
Environment and Communities
Awareness of the environment and the communities in which we operate is key, after adopting ESG reporting processes it is now better able to consider these when making decisions, operating as a good neighbour to those communities we operate in.
Investors
As key stakeholders supporting growth and expansion, the business focuses on clear and timely reporting to investors and maintains an open dialogue building relationships to foster a good understand of current and future business direction and requirements.
The Group’s gas emissions, energy consumption and energy efficiency action are noted in the Directors' Report.
On behalf of the Board of Directors:.
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Directors' Report
For the year ended 31 December 2024
The Board of Directors (or the “Directors”) present their annual report and audited financial statements of
Integrity360 Limited (or the “Company”) for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £2,756,141 (2023: £781,152).
Turnover for the financial year was £48,095,179 (2023: £40,833,076) with a gross margin of £14,907,428 (2023: £11,866,931), and underlying EBITDA of £3,255,726 (2023: £1,178,540).
There were no dividends declared or paid by the Board during the year (2023: £Nil).
There were no dividends declared or paid by the Board during the year (2023: £Nil).
The Directors who served during the year were:
The Company monitors its performance through the use of key performance indicators. These key performance indicators include the following:
*This includes addbacks of non-trading items such as restructuring expenses.
The Directors have reviewed the performance of the Company by reference to the above key financial performance indicators and are satisfied with the Company’s performance.
The Directors have reviewed the performance of the Company by reference to the above key financial performance indicators and are satisfied with the Company’s performance.
Page 6
Directors' Report (continued)
For the year ended 31 December 2024
The Company reported a profit after taxation in the financial year amounting to £2,756,141 (2023: £781,152) and a net current asset position of £4,684,961 (2023: £1,568,508). The Group has ambitious growth plans and aims to become one of the largest cyber security practices operating throughout Europe by focusing on strong organic growth and additional acquisition activity. The Group will continue to bring new, innovative products and services to market. Further investment in employees, products, processes, systems, and marketing activity will be at the forefront of the Company’s priorities to ensure both growth, and continual improvement in customer satisfaction.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have undertaken a review of the future financing requirements for the ongoing operation of the Company and are satisfied that sufficient cash facilities are secured to meet its working capital requirement for at least 12 months from the date of signing these financial statements. On this basis, the Directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis. The Directors have considered the appropriateness of the going concern basis for the preparation of these financial statements.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have undertaken a review of the future financing requirements for the ongoing operation of the Company and are satisfied that sufficient cash facilities are secured to meet its working capital requirement for at least 12 months from the date of signing these financial statements. On this basis, the Directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis. The Directors have considered the appropriateness of the going concern basis for the preparation of these financial statements.
The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.
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.
The well-being of the Company’s employees is safeguarded through the strict adherence to health and safety standards. The Health and Safety at Work etc. Act, 1974, imposes certain requirements on Directors, managers and employees. The Company has taken the necessary action to ensure compliance with the Act, including the adoption of a safety statement.
The Company communicates regularly with all employees on matters relating to its performance. Employees are encouraged to contribute to the decision-making process through regular meetings.
It is the policy of the Company to give full and fair consideration to applications for employment made by persons with disabilities, to continue where possible the employment of those who become disabled and to provide equal opportunities for the training and career development of disabled employees.
The Company's development team worked on internal software development projects for future use in the business during the year. The cost of £251,719 (2023: £211,438) associated with the development work has been capitalised and will be amortised over a 5 year period.
Details on how the Company has fostered relationships with suppliers, customers and others can be found within the Company’s Strategic Report in accordance with s414C(11) of the Companies Act 2006, as the directors believe these to be of strategic importance to the Company.
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Directors' Report (continued)
For the year ended 31 December 2024
For disclosures relating to the principal activities, business review and principal risks the Company has chosen, in accordance with s414C(11) of the Companies Act, to set out in the Company’s Strategic Report which would otherwise be required by Schedule 7 of the ‘Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008’ to be contained in the Directors’ Report.
There have been no other significant events which would result in a significant adjustment to these financial statements.
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 8
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.
On behalf of the board:
Patrick McHale Ian Brown
Director Director
Date: 26 September 2025
Page 9
Independent Auditor's Report to the Members of Integrity360 Limited
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.
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 10
Independent Auditor's Report to the Members of Integrity360 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.
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 Integrity360 Limited (continued)
Page 12
Independent Auditor's Report to the Members of Integrity360 Limited (continued)
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.
for and on behalf of
Chartered Accountants &
Statutory Auditors
Dublin 2
Date:26 September 2025
Date:
Page 13
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 14
Statement of Financial Position
As at 31 December 2024
The financial statements were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
Page 15
Statement of Changes in Equity
For the year ended 31 December 2024
Page 16
Notes to the Financial Statements
For the year ended 31 December 2024
Integrity360 Limited (the “Company”) is a private limited liability company incorporated in England. The registered office is Unit 4 Horizon Trade Park, Ring Way, Bounds Green, London, United Kingdom.
2.Accounting policies
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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙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.
The Company reported a profit after taxation in the financial year amounting to £2,756,141 (2023: £781,152) and a net current asset position of £4,684,961 (2023: £1,568,508). The Group has ambitious growth plans and aims to become one of the largest cyber security practices operating throughout Europe by focusing on strong organic growth and additional acquisition activity. The Group will continue to bring new, innovative products and services to market. Further investment in employees, products, processes, systems, and marketing activity will be at the forefront of the Company’s priorities to ensure both growth, and continual improvement in customer satisfaction.
Page 17
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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 (the“ Ultimate Parent Company”) 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.
The following principal accounting policies have been applied:
Functional and presentation currency
Transactions and balances
Page 18
Notes to the Financial Statements
For the year ended 31 December 2024
2.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:
Page 19
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Page 20
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
2.13 Current and deferred taxation (continued)
Current tax
Deferred tax
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Goodwill
Goodwill represents the difference between price consideration on the cost of a business and the acquirer’s interest in the fair value of the identifiable assets and liabilities of the acquiree at the date of acquistion. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is provided on the following basis:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 21
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Depreciation is charged on all tangible fixed assets, other than freehold land, so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Page 22
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
If the circumstances that gave rise to the impairment loss subsequently reverse, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in Statement of comprehensive income.
Page 23
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Goodwill does not generate independent cash inflows and it must therefore be tested for impairment as part of a cash-generating unit (CGU). If impairment is identified in the period, the impairment loss is first allocated to the goodwill within the CGU, then to the other assets of the unit pro rata on the basis of the carrying amount of each of those assets. In doing so, the carrying amount of any asset in a CGU is not reduced below the higher of fair value less costs to sell (where determinable), value in use (where determinable), and zero. Any excess amount of the impairment loss which cannot be allocated to an asset because of the mentioned restriction is allocated to the other assets of the unit pro rata on the basis of the carrying amount of those other assets.
Any impairment losses recognised in respect of goodwill cannot be subsequently reversed, even if the original circumstances giving rise to the impairment cease to apply.
Page 24
Notes to the Financial Statements
For the year ended 31 December 2024
3.Judgments in applying accounting policies (continued)
Analysis of turnover by country of destination:
Page 25
Notes to the Financial Statements
For the year ended 31 December 2024
Page 26
Notes to the Financial Statements
For the year ended 31 December 2024
Page 27
Notes to the Financial Statements
For the year ended 31 December 2024
12.Taxation (continued)
There were no factors that may affect future tax charges.
Page 28
Notes to the Financial Statements
For the year ended 31 December 2024
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Page 29
Notes to the Financial Statements
For the year ended 31 December 2024
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Page 30
Notes to the Financial Statements
For the year ended 31 December 2024
Page 31
Notes to the Financial Statements
For the year ended 31 December 2024
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Page 32
Notes to the Financial Statements
For the year ended 31 December 2024
19.Share capital (continued)
Profit and loss account
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Notes to the Financial Statements
For the year ended 31 December 2024
There have been no significant events since the year end date which would result in an adjustment to these financial statements.
The financial statements have been approved by the Board of Directors on 26 September 2025.
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