The directors present the strategic report for the year ended 31 December 2024.

Review of the business

Nomios UK - 2024 Financial and Strategic Highlights

In 2024, Nomios UK experienced strong commercial momentum, with invoiced gross margin increasing by 35% compared to 2023.

More significantly, the Company achieved several key milestones on its strategic roadmap, particularly in:

• Securing and delivering high-profile cybersecurity contracts.

• Expanding and executing on Security Operations Centre (SOC) and Managed Services engagements.

These achievements have contributed to Nomios UK establishing itself as a recognised cybersecurity player in the UK market. Cybersecurity-related activities accounted for an increased share in total invoiced gross margin, rising by 12 percentage points.

The Company successfully delivered multiple large-scale security projects, particularly those leveraging leading technologies such as Netskope. The partnership with Fortinet was further strengthened, with Nomios UK becoming one of only three Engage Tech Support Partner (ETSP) partners in the UK. Additionally, the business undertook major projects featuring Wiz and Netskope solutions and delivered its first deal in the Operational Technology (OT) space - marking an important step in a promising new cybersecurity segment.

Significant progress was also made in expanding the Company's service portfolio, a key strategic priority. The SOC and Managed Services offering saw substantial acceleration, supported by increased demand from customers across legal, automotive, media, telecommunications, and food delivery sectors.

Throughout this growth, Nomios UK has remained committed to its foundational success drivers:

• Attracting top talent, supported by a strong and unique corporate culture. The Company was once again recognised as a Best Place to Work.

• Continuously advancing technical excellence through enhanced engineering certifications.

Financial Performance

Revenue for the reporting period (1 January 2024 to 31 December 2024) totalled GBP 52.5 million, up from GBP 51.8 million in 2023. This revenue was primarily driven by customers across the enterprise and service provider sectors.

Nomios UK maintains close working relationships with a broad range of technology partners and vendors, including Juniper, Fortinet, Netskope, Arista, Wiz, Netscout, BeyondTrust, and Palo Alto Networks, selecting partners based on evolving customer needs.

The Company saw notable growth in revenue generated through continuous service contracts. Support revenues doubled year-on-year, reflecting the increasing emphasis on recurring, high-value services.

Two key developments supported this trajectory:

1. Continued investment in expanding and improving the Managed Device, Networking Operations Centre (NOC), and SOC services, including the establishment of 24/7 local UK delivery capabilities.

2. Enhancements in service quality and responsiveness, directly contributing to increased customer satisfaction and retention. This is now reflected in one of our core values .

Looking Ahead to 2025

The Company’s strategic priorities for 2025 include:

• Accelerating the shift towards service-led engagements, with a particular focus on SOC and Managed Services growth.

• Deepening relationships with key security-focused vendors such as Netskope, Wiz, Palo Alto (XDR), and Fortinet.

• Targeting significant security deals within large-scale enterprise environments (5,000+ seats).

• Driving commercial synergies with Dionach, a specialist cybersecurity assurance firm acquired by the Nomios Group in Q4 2024.

Nomios UK is confident that continued focus on these initiatives will further strengthen its position in the UK cybersecurity market.

As an internationally operating Company, the business environment of the Company is influenced by political and economic conditions in both the individual and global markets in which the Company is active, most notably the UK (customers), and US/​South-East Asia (vendors). The Company’s main source of revenue originates in what the Board deems to be a stable and mature economy. Cybersecurity, which is the core focus of the Company, is deemed to be a resilient market as well as a fast growing one.

There remains no impact on the company from the War in Ukraine and with any sanctions with Russia. There are no direct impacts on the operations of the company from a supplier and customer sourcing point of view.

Inflation risk is the rising of prices over time and the decrease in the purchasing value of money. As such, inflation impacts time value of money. With inflation rates cooling this is considered low risk, all the more as Nomios UK believes it has significant pricing power attached to its high level of expertise. The entity continues to adopt a careful approach in managing the business.

A substantial part of the realised turnover is related to a continuous flow of revenue from support, managed services, and renewable licenses, which is recurring or reoccurring in nature. The Company benefits from global and fundamental growth trends relating to the demand for cyber security and growing data consumption, but its business activity could potentially be impacted by decreased economic activity leading to decreasing IT investments by its customers.

The Company services a broad customer base and is primarily focussed on mid to large scale projects, both in terms of value and impact to the customer. This also means that some customers may regularly be billed for significant values. By regularly reviewing its outstanding debtors and maintaining a strict reminder policy, the Company has mitigated its bad debt risk well. Because of this, the Board has determined this risk to be low, which led to the Company maintaining only a limited provision for the non-collectability of bad debts.

In conclusion

The Board is of the opinion that the risk management and control systems provide a reasonable level of assurance that the financial reporting does not contain any material misstatements. These risk management and control systems functioned properly during 2024 and there are no indications that they will not function properly during 2025. The process of refining the management and control systems has been and will continue to be evaluated and improved on a continuous basis.

The Board declares that, to the best of its knowledge, the 2024 annual accounts provide a true and fair view of the assets, liabilities, financial position, and profits of the Company. The annual report provides a true and fair view of the situation as at the balance sheet date and the business development during the financial year. The annual report describes the actual risks with which the company is confronted.

In accordance with Section 172 of the Companies Act 2006, the Directors confirm that throughout the year ended 31 December 2024, they have acted in good faith and in a manner, they believe most likely to promote the long-term success of the Company for the benefit of its members. In doing so, they have had regard to the interests of stakeholders and the matters set out in Section 172(1)(a) to (f).

Long-Term Strategy

The Board remains focused on building a sustainable, scalable cybersecurity business in the UK, with a clear long-term vision to become the trusted partner of choice for mid-market and enterprise clients seeking advanced security solutions.

Key strategic priorities include:

• Expanding recurring revenues through the growth of Managed Services, 24/7 SOC operations, and multi-year customer agreements.

• Investing in emerging technical capabilities aligned to client needs and threat landscapes—including OT security, SASE, EDR, CASB, and XDR.

• Deepening strategic alliances with key vendors such as Fortinet, Netskope, F5, and Palo Alto Networks, supported by joint go-to-market initiatives.

• Building long-term efficiency and service quality through investment in engineering talent, automation, and digital delivery models.

In Q4 2024, the Nomios Group acquired Dionach, a UK-based cybersecurity consultancy specialising in penetration testing, assurance, and compliance. Dionach continues to operate independently within the Group, but the Board recognises future opportunities for collaboration and knowledge-sharing across Nomios entities, including Nomios UK&I.

The Board continues to assess strategic direction in light of changing market dynamics, customer needs, and Group developments to ensure long-term value creation for all stakeholders.

Employees and Culture

The Directors firmly believe that the Company’s success depends on its people. In 2024, Nomios UK&I continued to invest in creating a safe, inclusive, and high-performing work environment aligned with its “People-First” values and Group-wide commitments.

Key highlights from 2024 include:

• Recognition as one of the UK’s Best Workplaces™ for the third consecutive year, ranking in the top 10 for medium-sized businesses. The Company also placed in the top 10 for employee development and top 20 for wellbeing.

• Commitment to health and safety, with one-third of staff trained in Emergency First Aid, defibrillators and epinephrine autoinjectors onsite, and annual H&S training for all staff.

• Continued investment in employee development, including technical certifications, online learning platforms, leadership training (e.g., Covey’s “7 Habits”), and DISC profiling to foster team collaboration.

• Expansion of SOC/NOC teams to meet growing customer demand and enhance service delivery.

• Strong focus on internal communication through monthly all-hands meetings, regular 1:1s, and leadership updates.

The Company actively promotes equality, diversity, and inclusion. It adheres to the Nomios Group Code of Conduct and maintains a UK-specific Equality, Diversity, and Inclusion Policy. Employee feedback is encouraged via regular surveys and through the IDEAs (Inclusivity, Diversity, Equality Advisory) Team, which provides employee voice to senior leadership.

Wellbeing and community engagement were supported through initiatives such as:

• “Self Days” for personal wellbeing

• Access to a mental health support programme

• “Selfless Day” volunteering initiatives aligned with the Group’s ESG agenda

The Board is satisfied that decisions made during 2024 were consistent with its duties under Section 172 and appropriately reflected the interests of employees and the importance of culture.

Business Relationships: Customers and Suppliers

The Company maintains strong, long-standing relationships with clients and suppliers. In 2024, Nomios UK&I successfully delivered several large-scale cybersecurity projects using technologies from key partners such as Netskope and Fortinet. The Company also secured its first OT-focused engagement in the UK, demonstrating growing trust in its evolving capabilities.

Our customer approach prioritises:

• Bespoke cybersecurity and networking solutions

• Seamless service delivery

• 24/7 UK-based operations

• High levels of account retention and long-term client value

Vendor relationships are carefully managed based on technical alignment, quality of service, and strategic fit. Regular reviews and collaborative go-to-market planning ensure that partnerships remain productive and mutually beneficial.

Community and Environment

The Board recognises its responsibility to operate sustainably and to contribute positively to the communities in which it operates.

While not currently subject to standalone ESG reporting, Nomios UK&I provides data to the Nomios Group (headquartered in France), which reports non-financial information under applicable EU and French ESG regulations. In the UK, the Company also monitors its impact in line with the Streamlined Energy and Carbon Reporting (SECR) framework, particularly regarding Scope 2 emissions.

Key 2024 environmental metrics include:

• Total electricity consumption: 109,837 kWh

• Scope 2 CO₂e emissions (location-based): 22.8 tonnes

• Carbon intensity per FTE: 0.33 tonnes CO₂e (Scopes 1 & 2)

• Year-on-year emissions change: +27.96% (Scopes 1 & 2 total: 24.8 in 2024 vs. 18.8 in 2023)

While hybrid working, digital collaboration, and reduced business travel have likely helped mitigate further increases in carbon emissions, the overall carbon intensity per FTE rose from 0.30 to 0.33 tonnes CO₂e in 2024. This increase is largely attributable to a higher headcount and greater electricity consumption, partly driven by the installation and regular use of EV chargers. The rise in headcount resulted in greater overall office occupancy, business travel and equipment use, which contributed to increased energy consumption. At the same time, gas consumption decreased from 11,272 kWh in 2023 to 10,681 kWh in 2024, driven by improved energy efficiency measures and a gradual shift away from fossil fuel-based heating systems. This reduction in gas consumption has partially offset the rise in electricity-related emissions. The company continues to monitor these developments and expects that structural investments, such as electric mobility infrastructure and hybrid work policies, will lead to a lower carbon footprint per FTE over the longer term.

The Board remains alert to upcoming changes such as the Corporate Sustainability Reporting Directive (CSRD) and is committed to aligning with evolving expectations in environmental and social reporting.

High Standards of Business Conduct

The Company upholds the highest standards of integrity and ethical behaviour. All employees and Directors adhere to the Nomios Group Code of Business Conduct and Ethics, covering anti-corruption, confidentiality, and regulatory compliance.

Robust financial and compliance controls are embedded across operations. No breaches of ethical or legal obligations were reported in 2024.

Capital Providers

The Company maintains close communication with Group Finance and Shareholders, ensuring governance is aligned on key matters such as dividends, capital investment, and working capital.

A dividend of £2,000,000 was declared and paid in 2024, based on audited financial results.

Monthly performance reports, forecasts, and risk assessments are shared with Group stakeholders, ensuring transparency and informed decision-making at all levels.

Introduction

Nomios UK&I Limited is classified as a large unquoted company and, as such, falls within the scope of the UK’s Streamlined Energy and Carbon Reporting (SECR) requirements. This section outlines the Company’s energy usage, greenhouse gas (GHG) emissions, intensity metrics, and energy efficiency actions for the reporting year ended 31 December 2024.

As part of the wider Nomios Group, the Company recognises its responsibility to operate sustainably and transparently. We are committed to measuring, managing, and reducing our environmental impact in line with best practice and evolving regulatory standards. This report reflects our current position and the actions taken during 2024 to improve energy performance.

Energy and Emissions Data

Quantification and Reporting Methodology

This report has been prepared in accordance with the 2019 HM Government Environmental Reporting Guidelines, the Greenhouse Gas Protocol – Corporate Standard, and the UK Government’s 2024 conversion factors.

• Scope 1: Calculated using actual utility bills and DEFRA 2024 emission factors. Refrigerant emissions have been excluded due to no recorded leaks.

• Scope 2: Calculated using the location-based method, applying IEA 2024 factors.

• Scope 3: Measured for the first time in 2024 (employee travel and commuting only); additional Scope 3 categories remain out of scope at this time.

Where data was unavailable, reasonable estimates have been applied.

Carbon Intensity

To reflect operational scale, Nomios UK&I uses carbon emissions per full-time equivalent (FTE) employee as its intensity metric. This approach enables accurate year-on-year comparison and performance tracking aligned to business growth.

Energy Efficiency Measures in 2024

Despite business growth and increasing headcount in 2024, Nomios UK&I took multiple steps to improve energy efficiency and reduce environmental impact, including:

• Promoting hybrid and remote working, reducing commuting emissions and office energy demand.

• Adopting digital-first delivery models to minimise hardware logistics and related carbon footprint.

• Launching an electric vehicle scheme for eligible employees and installing discounted EV charging stations on site.

• Installing solar panels on the office roof in late 2024 (commissioning expected in early 2025), which will reduce reliance on grid electricity.

These efforts reflect both local sustainability goals and Group-wide ESG commitments.

Future ESG Initiatives

Looking ahead, Nomios UK&I aims to enhance environmental reporting and performance through the following actions:

• Expanding Scope 3 reporting from 2025 onward, with long-term ambitions to measure supply chain emissions by 2027.

• Exploring green energy procurement opportunities.

• Collaborating with Group to align future disclosures with CSRD frameworks.

• Submitting our emissions and reduction targets to the Science Based Targets initiative (SBTi).

On behalf of the board

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

The principal activity of the company continued to be that of providing end-to-end cybersecurity solutions, as well as secure networking solutions through professional services, configuration and integration of third-party solutions, as well as in-house provided maintenance, support, managed services and SOC. Nomios UK enables its customers to secure their endpoints, network, e-commerce and internet operations.

The results for the year are set out on page 15.

Ordinary dividends were paid amounting to £2,000,000. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

In the normal course of business, no use is made of financial derivatives. For the explanation of primary financial instruments, reference is made to the specific item-by-item explanation. Details on the accounting of financial instruments are provided in the accounting policies under 1.7 Financial instruments.

The Company is a part of an international group of companies under common control (the “Nomios Group”) which has a meaningful amount of available cash on the balance sheet as well as immediate liquidity facilities (RCF) amounting to 50 million of euros (fully undrawn as at 31 December 2024). This RCF is freely available for Nomios UK (and can be drawn in GBP). The management ensures that the cash position as well as the access to the RCF are sufficient to meet the Company’s financial obligations.

The Company mainly operates in the United Kingdom where it sells in GBP while most of its COGS are purchased in USD from US vendors. Transactions in foreign currencies are assessed on an ongoing basis to minimise the related currency risk.

Except for one large and long-term customer, the Company does not have significant concentrations of credit risk. Sales are only made to customers that meet the Company’s credit rating. Payment terms are set based on individual assessments, in which the credit rating is taken into account.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue operational existence for the foreseeable future. To date, there has been no material change to the business. Many of the Company’s services have been sold with multi-year Nomios support, managed services, and renewable licenses and professional services contracts through to 2027 and beyond, which has been taken into account along with current activity levels and growing cash balances. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

General

The Company’s business with its largest customers is stronger than ever with diverse vendor and use case solutions sold as a key strategy to building value to such customers driving increased customer loyalty. Multiple use-case solutions have been sold across security and networking areas. Many of these solutions have been sold with multi-year support, managed services, and renewable licenses and professional services contracts underpinning the strength and longevity of our relationships.

We have continued to build the Company’s business alongside that of our key customers with an increased sales team, focussed on new logo in the enterprise space with multiple key new wins in 2024. The diversity of customers and vendors continues to be an ongoing pillar of the Company’s strategy. We have continued to see a greater focus on managed services and longer-term annuity business during 2024 and seen further growth in 2025.

As part of our planning and ongoing risk mitigation, the UK leadership team has discussed the unlikely impact of extracting any individual customer from our business and how that would affect us as well as any cash flow challenges the Company might face. At the same time, the Company grows very fast in the cybersecurity market, in several various segments such as EDR, SASE, firewalls, proxy, CASB and other segments. In this high-growth security market, Nomios UK is winning many highly promising customers in the financial, legal, BtC service and other sectors. We continued to put an emphasis on increasing the Company’s recurring revenue stream in: Nomios Support, managed services, NOC and SOC Services on multiyear contracts. This number is significantly growing year on year and has been a continued growth story each year since our inception in the UK.

Specifically, with most of the Company’s strategic customers, we have developed a valued working relationship and close executive collaboration. We have further diversified our key vendors, including Wiz or Cyera and built executive level relationships with those vendors.

Our Company has continued to invest in its technical expertise through numerous hirings in recent years to prepare for the next phase of growth. Employees continue to be our largest investment and most valued resource. The Company has no long-term commitments to significant costs or debts in other areas.

The financial strength gained from being part of the larger Nomios Group, combined with continued winning of new logos and increasing recurring revenues, helps us to further build a strong and robust business in the U.K.

Financial obligations

For the financing facility of the company’s Group (as set out in the “Finance Agreements”) as entered into by Keenos II, the following securities have been granted to the benefit of the lenders of the Group Facilities by the Company:

• The Company is a party to the Finance Agreements, and has by way of an independent guarantee declared to be jointly and severably liable for all obligations under the Group Facilities (including the obligations of other guarantors);

• The Company has granted a pledge of shares in the capital of the Company.

For the outlook and expectations for 2025 and beyond, Nomios UK has very strong growth prospects, based on accelerated development in cybersecurity market in UK.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

• make judgements 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; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

In our opinion the financial statements of Nomios UK&I Limited (the ‘company’):

• give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

• the statement of income and retained earnings;

• the balance sheet;

• the statement of changes in equity;

• the cash flow statement;

• the statement of accounting policies; and

• the related notes 1 to 27.

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).

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 auditor's responsibilities 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 UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and 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 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are 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 the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives 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 our 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 our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. This included UK Companies Act, tax legislation; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team relevant internal specialists such as tax, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management, legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in [the strategic report or] the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

Use of our report

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

There was no further comprehensive income for 2024 (2023: £Nil).

To improve transparency, distribution costs have been presented in 2024 separately. The corresponding cost in 2023 is included in cost of sales and amounted to £132,629.

The EBITDA (including the exclusion of £665,704 of foreign exchange differences reported under other operating costs, and £192,124 of depreciation charges, and £33,855 of finance charges reported under administrative expenses) for the current period amount to £4,024,475 (2023: £2,719,617).

The notes on pages 19 to 32 form part of these financial statements.

The notes on pages 19 to 32 form part of these financial statements.

Nomios UK&I Limited is a private company limited by shares incorporated in England and Wales. The registered office is at 2 Elmwood, Chineham Park, Basingstoke, Hampshire, RG24 8WG.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue operational existence for the foreseeable future. To date, there has been no material change to the business. Many of the Company’s services have been sold with multi-year Nomios support, managed services, and renewable licenses and professional services contracts through to 2027 and beyond, which has been taken into account along with current activity levels and growing cash balances. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

Revenue represents amounts chargeable in respect of the sale of goods and services to customers supplied during the financial year, net of discounts and value added taxes. In order to achieve this, the Company adopts the following policies in terms of revenue recognition:

Solutions provided by Nomios often tend to include one or more of the following performance obligations:

• Sale of Solutions: Hardware and one-point-in time Licences

• Sale of Vendor Maintenance contracts (including over time Licenses)

• Sale of Nomios Support: Nomios support, Managed Security Services, NOC and SOC

• Sale of Nomios Professional Services

Sale of Solutions: Hardware & Licences

Revenue of hardware sales is recognised when the Company has transferred significant risks and rewards of ownership to the customer and it is probable that the Company will receive the previously agreed payment. These criteria are considered to be met upon delivery of the hardware to the customer.

Revenue recognition of licences is based on whether the customer obtains a ‘right-to-use’ or a ‘right-to-access’ license. When the software licences have a significant standalone functionality the software licences will be classified as a ‘right-to-use’. Revenue from ‘right-to-use’ licenses is recognised when the license rights are granted to the customer. Significant risks and rewards of ownership of these licenses are transferred to the customer at the same point. All other licenses are classified as right-to-access. Revenue from right-to-access license is continued to be recognised over the term of the contract using the straight line method.

Sale of Vendor Maintenance contracts

Nomios resells Vendor Maintenance Services. This revenue is taken over-time on a linear basis.

This segment does also include right-to-access licenses.

Sale of Nomios Support: Nomios Support, Nomios Managed Security Services, NOC and SOC

Nomios Services contains own serviced support and managed (security) service contracts. This revenue is taken over-time on a linear basis.

Sale of Services: Nomios Professional Services

Revenue arising from the provision of services is accounted for over-time, in proportion to which the services have been rendered during the financial year, based on the Percentage-of-Completion method.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

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

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

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

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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 the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances and balances owed by group companies, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 a 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 only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities, including creditors, and amounts owed 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and any material deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

If it is necessary to provide the insight required by FRS102, the nature of these judgements and estimates, including the associated assumptions, is included in the notes to the relevant financial statements items.

Management has not identified any estimates or judgements that would have a material effect on the application of policies and reported amounts of assets and liabilities, income and expenses.

An analysis of the Company's turnover is as follows:

The company turnover analysed by region amounted to £50,966,923 (2023: £50,646,006) from the United Kingdom and £1,365,684 (2023: £1,161,775) from the rest of the world.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Prepayments and accrued income include £2,750,809 due after more than one year (2023: £4,318,878).

Amounts owed by group undertakings includes £11,841,351 (2023: £4,282,735) which is repayable on demand, but for which, repayment is not anticipated in the next 12 months.

The following is the analysis of the deferred tax balances for financial reporting purposes:

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

The Company has one class of ordinary shares which carry full voting rights, full dividend rights, full entitlement on a capital distribution and the Company is entitled to buy back its shares.

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Transactions with related parties occur when a relationship exists between the Company, its participating interests and their directors and key management personnel.

As part of its ordinary activities, the Company buys and sells goods (rarely) and services (as part of transfer pricing) from and to various related parties. Generally, these transactions are conducted on a commercial basis under comparable conditions that apply to transactions with third parties. In 2024, the purchases of goods and services from related parties amounted to £1,657,828 (2023: £718,468), and the sales of goods and services to related parties amounted to £ 707,125 (2023: £911,063).

During the year the Company continued to provide financial support to Nomios UK&I Group Limited, the parent undertaking.

No costs were paid on behalf of Nomios UK&I Group Limited during the year (2023: Nil). The balance due to Nomios UK&I Group Limited as at 31 December 2024 amounted to £1,998,300 (2023: NIL).

The Company is part of a Group with Keenos I SAS, incorporated in France, as ultimate parent. The financial information of the Company is included in the consolidated financial statements of Keenos I SAS. These consolidated financial statements are filed with, and available from, the "Greffe du Tribunal de Commerce" in France.

The ultimate controlling party is sufficiently widespread for there to be no individual controlling party.

For the financing facility of the company’s Group (as set out in the “Finance Agreements”) as entered into by Keenos II SAS, the following securities have been granted to the benefit of the lenders of the Group Facilities by the Company:

• The Company is a party to the Finance Agreements, and has by way of an independent guarantee declared to be jointly and severably liable for all obligations under the Group Facilities (including the obligations of other guarantors).

• The Company has granted a pledge of shares in the capital of the Company.