Milo_Topco_Limited

Milo Topco Limited and subsidiaries

Strategic Report

For the year ended 31 December 2024

Introduction

The Directors present their Strategic Report together with the audited consolidated financial statements for the year ended 31 December 2024. The entity was incorporated to facilitate the acquisition of the Integrity360 Group which was completed by a subsidiary on 21 June 2021. These financial statements reflect the performance of Milo Topco Limited (or the “Company”) and its subsidiaries (or the “Group” or “Integrity360 Group”) for the year ended 31 December 2024.

Principal activities

The principal activity of the Company is a holding company for the Integrity360 Group, one of EMEA's leading cybersecurity specialists operating from offices across the UK, Europe and South Africa. The Group provides a complete range of professional, supported, and managed cybersecurity services and solutions to identify and assess, protect and prevent, detect and analyse and respond and recover cyber risks and threats for business organisations across the globe.

The Group 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 Group 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.

Business review

2024 built further on the growth achieved in 2023, the Group completed its 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.

The Group's trading entities in 2024 consisted of Integrity360 Limited (UK), 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

Milo Topco Limited and subsidiaries

Strategic Report (continued)

For the year ended 31 December 2024

Group Trading Performance

2024

2023

€ (In millions)

Actual

Proforma**

Actual

Proforma**

Income statement:

Revenue

125.56

157.37

98.40

138.79

Gross Profit

43.2

44.92

35.19

40.59

Gross Profit %

34%

29%

36%

29%

Trading EBITDA*

9.83

14.01

7.51

11.76

Balance Sheet:

Cash at bank

20.22

6.10

*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.

Page 2

Milo Topco Limited and subsidiaries

Strategic Report (continued)

For the year ended 31 December 2024

Group Trading Performance (continued)

During 2024, the Group 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.

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.

Group strategy and likely 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 acquisitions in the coming year.

Principal risks and uncertainties

In the normal course of business, the Group is exposed to risks that affect the economies of the markets in which the Group operates. These include price risk, credit risk, liquidity risk, exchange risk and interest rate risk. These risks are managed in accordance with policies approved by the Board of Directors. In common with all companies operating across EMEA in this sector, the Group faces increasing operating costs and increased levels of competition. The directors are of the opinion that the Group is well positioned to manage these challenges.

The General Economy

The Group 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 Group's products and services, particularly Cyber Security which has shown significant growth and the Group has taken advantage of this expanding market. The Directors are of the opinion that the Group is well placed to expand further into this market.

Page 3

Milo Topco Limited and subsidiaries

Strategic Report (continued)

For the year ended 31 December 2024

Principal risks and uncertainties (continued)

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.

Loss of key personnel

The Group is reliant on key senior staff for its success and the loss of senior management staff can have a detrimental impact on performance. The Group 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 Objectives and Policies

Although the Group uses financial instruments comprising cash, other liquid resources and various other items such as trade debtors and trade creditors that arise directly from its operations, they are not a major

risk in isolation due to the strong trading activity, effective cash flow management and cash balances that

the Group has available at the period end. The directors review and agree policies for managing each of

these risks and they are summarised below.

Other lower-exposure risks and uncertainties include the following:

Credit Risk

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. Group 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 Group's receivables are shown in note 16.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group aims to mitigate liquidity risk by managing cash generation by its operations. The Group also manages liquidity risk via revolving credit facilities and long-term debt.

Foreign Exchange Risk

The Group is exposed to foreign exchange risk in the normal course of business. The Group's policy on migrating the effect of this exposure is to hedge receivables against payables in foreign currency on an ongoing basis.

Price Risk

The Group is exposed to price risk in the normal course of business The Group has in place policies and procedures approved by the board to mitigate these risks. The directors will revisit the appropriateness of these policies should the Group's operations change in size or nature.

Interest Rate Risk

The Group is exposed to interest rate risk in the normal course of business. The group's policy on mitigating the potential effects of interest rate risk is through effective cash flow management; with a view to a short term interest rate capping strategy.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's gas emissions, energy consumption and energy efficiency action are noted in the Director's Report.

Page 4

Milo Topco Limited and subsidiaries

Strategic Report (continued)

For the year ended 31 December 2024

Stakeholder engagement and section 172 statement

The Board of Directors of Milo Topco Limited and its subsidiaries consider that they have acted in good faith and in a way they consider would be most likely to promote the success of the Group 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 Group'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 Group's strategy and in making key decisions. Indeed, these responsibilities are rooted in the Group's culture, values and company 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 Group 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 Group'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 Group'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.

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 Group 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.

On behalf of the Board of Directors on 26 September 2025

Patrick McHale

Ian Brown

Director

Page 5

Milo Topco Limited and subsidiaries

Directors' Report

For the year ended 31 December 2024

Introduction

The Directors present their Report together with the audited consolidated financial statements for the year ended 31 December 2024. The entity was incorporated to facilitate the acquisition of the Integrity360 Group which was completed by a subsidiary on 21 June 2021. These financial statements reflect the performance of Milo Topco Limited (or the “Company”) and its subsidiaries (or the “Group” or “Integrity360 Group”) for the year ended 31 December 2024.

Incorporation

The Company was incorporated on 26 May 2021 and commenced trading on 21 June 2021.

Results and dividends

The Company Statement of Financial Position for the year ended 31 December 2024 is set out on page 20.

The Consolidated Statement of Comprehensive Income and Statement of Financial Position for the year ended 31 December 2024 are set out on pages 17 to 19. The loss after tax for the year amounted to £22,270,216 (2023: £17,690,675).

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

Directors

The Directors who served during the year were:

Patrick McHale

Ian Brown

Matt Tomlinson

Eoin Goulding

Gregory Walsh

Michael Thomas Biddulph

Political donations

Neither the Group nor the Company made any political donations during the year.

Page 6

Milo Topco Limited and subsidiaries

Directors' Report (continued)

For the year ended 31 December 2024

Key performance indicators

The Group monitors its performance through the use of key performance indicators. These key performance indicators include the following:

2024

2023

€ (In millions)

Actual

Proforma**

Actual

Proforma**

Income statement:

Revenue

125.56

157.37

98.40

138.79

Gross Profit

43.2

44.92

35.19

40.59

Gross Profit %

34%

29%

36%

29%

Trading EBITDA*

9.83

14.01

7.51

11.76

Balance Sheet:

Cash at bank

20.22

6.10

*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.

The Directors have reviewed the performance of the Group by reference to the above key financial performance indicators and are satisfied with the Group's performance.

Going concern

The Group reported loss after taxation in the year amounting to £22,270,216 (2023: £17,690,675), a net current liability position at year end of £8,377,535 (2023: £10,568,609), and a shareholders' deficit of £63,873,153 (2023: £42,837,517).

After making enquiries, the Directors have a reasonable expectation that the Group 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 Group 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. In conducting this review, it is noted that the Group has continued to acquire post year end, in the form of the Holiseum acquisition, a leading cybersecurity specialist headquartered in Paris, France.

Page 7

Milo Topco Limited and subsidiaries

Directors' Report (continued)

For the year ended 31 December 2024

Going Concern (continued)

These companies are contributing to the growth in the Group's revenues for FY25/26 and beyond. The Group maintains the full support of their financial backers, August Equity LLP and has continued access to increasing facilities to support future growth. This has been evidenced in the further acquisitions made in FY25 as detailed above and in the post balance sheets events note. The Group is loss-making to date as a result of interest charges payable on loans to facilitate the expansion of the business and the amortisation of goodwill from previous acquisitions. A letter of non-recall for significant loan note balances with a shareholder has been received. The loan notes and the corresponding accrued interest will not be recalled for a minimum of one year from the date of signing the 31 December 2024 consolidated financial statements. Accordingly, the Group continues to adopt the going concern basis in preparing the financial statements.

Environmental matters

The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.

Employee matters

The well-being of the Group'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 Group 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 Group 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.

Research and development activities

A number of the Development team worked on selected internal software development projects for future use in the business during the year. The cost of £156,670 (2023: £289,571) associated with the development work has been capitalised and will be amortised over a 5-year period.

Page 8

Milo Topco Limited and subsidiaries

Directors' Report (continued)

For the year ended 31 December 2024

Likely future developments

The Group's future developments are set out in the Future developments section of the Strategic report in accordance with section 414C(11) of the Companies Act 2006, as the directors consider them to be of strategic importance.

Stakeholder Engagement

Details on how the Group has fostered relationships with suppliers, customers and others can be found within the Group'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 Group.

Energy & Carbon Reporting

2024

2023

2024

tCO2

kWh

Scope 2 total

11.07

11.26

53,475.00

Electricity

11.07

10.61

53,475.00

Company car – electric (miles)

0.00

0.65

0.00

Company car – hybrid (miles)

0.00

Scope 3 total

17.92

18.76

74,244.73

Grey fleet mileage

17.92

18.76

74,244.73

Gross emissions

28.99

30.02

127,719.73

Intensity measurement and energy efficiency action

An overall intensity ratio of gross Scope 2 and 3 emissions per £M Turnover has been calculated. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals. The previous reduction target was to reduce gross Scope 1, 2 and 3 emissions by 5% from FY 2023 to FY 2024 which has been achieved. The chosen emissions reduction target for this financial year is to reduce the overall business intensity ratio by 5% from FY 2024 to FY 2025. The target is based upon the intensity ratio to improve performance, rather than allow for spurious improvements due to changes in operations. If the turnover theoretically remains the same across the current and upcoming reporting periods, predicted gross emissions are 27.54 tCO2e (location-based) and 38.18 tCO2e (market-based).

Methodologies used

The UK Government's environmental reporting guidance on how to measure and report greenhouse gas (GHG) emissions has been used, along with the provided GHG reporting figures for the relevant year.

Scope 2 and 3 CO2e emissions have been included within this report. Integrity360 occupied 2 buildings during this period, where electricity is the primary and only utilities used. Integrity360 owned 1 company vehicle and had staff mileage claims. All activities are based within the UK. During the current year, the directors have started capturing data for the Group and are putting processes in place to better monitor this going forward. The above emissions figures reported are for the UK operations only for 2024. A base year of 1 January 2022 – 31 December 2022 has been used, as this is the earliest year for which estimated data was recorded and measured.

Page 9

Milo Topco Limited and subsidiaries

Directors' Report (continued)

For the year ended 31 December 2024

Matters contained in the Strategic Report

For disclosures relating to the, principal activities, business review and principal risks the Group has chosen, in accordance with s414C(11) of the Companies Act, to set out in the Group'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.

Significant events since the financial year end

Company

There have been no significant events which would result in a significant adjustment to the Company's financial statements.

Group

On 20 March 2025, continuing its global expansion plan, the Group has acquired leading cyber security specialist Holiseum headquartered in Paris, France. The acquisition will enable the Group to accelerate its growth in France and continental Europe and significantly provide a new and exciting services practice focused on Operational Technology and Internet of Things technologies which complement Integrity360's existing service practices. Those include cyber risk and assurance, cyber security testing, incident response, infrastructure, Microsoft cyber, payments compliance, and a highly comprehensive range of cyber security managed services including managed detection and response solutions.

There have been no other significant events which would result in a significant adjustment to these financial statements.

Disclosure of information to the auditors

The directors at the time when this Directors' report is approved have confirmed that:

so far as the director is aware, there is no relevant audit information of which the Group's auditor is unaware, and

They have taken all the steps that out to have been taken as directors in order to be aware

of any relevant audit information and to establish that the Group's auditors are aware of that

information.

Auditor

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

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

Patrick McHale

Ian Brown

Director

Date:

26 September 2025

Date: 26 September 2025

Page 10

Milo Topco Limited and subsidiaries

Directors' Responsibilities Statement

For the year ended 31 December 2024

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

Company law requires the Directors to prepare financial statements for each financial year giving a true and fair view of the state of affairs of the Company and of the Group for each financial year. Under the law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Under Company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group as at the year end date and of the profit or loss of the Group 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 estimates that are reasonable and prudent;

state whether the financial statements have been prepared in accordance with applicable UK accounting standards, identify those standards, and note the effect and the reasons for any material departure from those standards; and,

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

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

Signed on behalf of the directors on

Patrick McHale

Ian Brown

Director

Date:

26 September 2025

Date:

26 September 2025

Page 11

Independent Auditor's Report to the Members of Milo Topco Limited

Opinion

We have audited the statutory consolidated financial statements of Milo Topco Limited (the “Company”) and its subsidiaries (the “Group”) which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows for the year ended 31 December 2024, and the related notes to the statutory financial statements, including a summary of significant accounting policies.

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

In our opinion, the Group and the Company's financial statements:

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and 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 12

Independent Auditor's Report to the Members of Milo Topco Limited (continued)

Other information

Other information comprises information included in the Annual Report, other than the consolidated 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 consolidated 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.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the consolidated 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 consolidated financial statements are prepared is consistent with the financial statements, and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group, 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.

Page 13

Independent Auditor's Report to the Members of Milo Topco Limited (continued)

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

As explained more fully in the Directors' Responsibilities Statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 and for such internal control as 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, management is responsible for assessing the Company and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intend to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.

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

Responsibilities of the auditor for the audit of the financial statements

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

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

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

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

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

Page 14

Independent Auditor's Report to the Members of Milo Topco Limited (continued)

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

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

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

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

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

inspection of the Group and the Company's regulatory and legal correspondence and review of minutes of Directors' meetings during the year to corroborate inquiries made;

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

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

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

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

challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of tangible assets, intangible assets, such as goodwill, impairment assessment for investments and trade debtors; and

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

The primary responsibility for the prevention and detection of irregularities including fraud rests with those

charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

Page 15

Independent Auditor's Report to the Members of Milo Topco Limited (continued)

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

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

Dan Holland, FCA (Senior Statutory Auditor)

For and on behalf of

Grant Thornton

Chartered Accountants & Statutory Auditors

Dublin 2

Date: 26 September 2025

Page 16

Milo Topco Limited and subsidiaries

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

Notes

2024

2023

Turnover

106,303,677

85,585,030

Cost of Sales

(69,727,045)

(54,976,232)

36,576,632

30,608,798

Gross Profit

Administrative expenses

(31,638,420)

(26,833,446)

Amortization and depreciation expense

13,14

(11,641,341)

(9,651,774)

Other operating income

477,545

625,041

(6,225,584)

(5,251,381)

Loss before interest

Interest receivable and similar income

136,302

1,949

Interest payable and similar charges

(15,995,212)

(12,267,999)

(22,084,494)

(17,517,431)

Loss before taxation

Tax charge

(185,722)

(173,244)

(22,270,216)

(17,690,675)

Loss for the year

Other comprehensive losses

Other comprehensive loss

(1,234,580)

(5,544)

Total comprehensive loss for the financial year

(23,504,796)

(17,696,219)

All amounts relate to continuing operations.

The notes on pages 24 to 48 form part of these part of these financial statements

Page 17

Milo Topco Limited and subsidiaries

Registered number: 13421241

Consolidated Statement of Financial Position

As at 31 December 2024

2024

2023

Notes

Fixed assets

Tangible assets

2,070,752

2,430,921

Intangible assets

101,424,645

81,511,770

Financial assets

28,438

–

Deferred tax asset

983,624

54,382

Other long-term receivables

18,050

–

104,525,509

83,997,073

Current assets

Debtors: amounts falling due within one year

58,839,023

31,484,924

Stock

–

365,896

Cash and cash equivalents

16,766,847

5,297,864

75,605,870

37,148,684

Creditors

Creditors: amounts falling due within one year

(83,983,405)

(47,717,293)

(8,377,535)

(10,568,609)

Net current liabilities

Total assets less current liabilities

96,147,974

73,428,464

Creditors

Creditors: amounts due after more than one year

(159,459,947)

(116,265,981)

Deferred tax liability

(561,180)

–

(63,873,153)

(42,837,517)

Net liabilities

Capital and reserves

5,000

Called up share capital

5,000

495,000

Share premium

495,000

Foreign exchange reserves

1,203,015

(31,565)

Profit and loss account

(65,576,168)

(43,305,952)

(63,873,153)

(42,837,517)

Shareholders' deficit

Page 18

Milo Topco Limited and subsidiaries

Registered number: 13421241

Consolidated 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

Patrick McHale

Ian Brown

Director

Date: 26 September 2025 Date: 26 September 2025

The notes on pages 24 to 48 form part of these financial statements.

Page 19

Milo Topco Limited and subsidiaries

Registered number: 13421241

Company Statement of Financial Position

As at 31 December 2024

2023

2024

Notes

Fixed assets

Financial assets

273,342

Current assets

Debtors

8,498

19,600

Creditors: Amounts falling due within one year

(350,270)

(65,010)

Net current assets

(341,772)

(45,410)

Net assets

(68,430)

227,932

Capital and reserves

5,000

Called up share capital

495,000

Share premium

(568,430)

Profit and loss account

(272,068)

Shareholders' funds

(68,430)

227,932

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

Patrick McHale

Ian Brown

Director

Date:

26 September 2025

Date: 26 September 2025

The notes on pages 24 to 48 form part of these financial statements.

Page 20

Milo Topco Limited and subsidiaries

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

Foreign exchange reserves

Called-up share capital

Share premium

Profit and loss account

Total equity

5,000

495,000

(25,615,277)

(37,109)

(25,152,386)

At 1 January 2023

Comprehensive loss for the year

Loss for the year

–

(17,690,675)

–

(17,690,675)

Foreign exchange translation

–

5,544

difference

5,000

495,000

(43,305,952)

(31,565)

(42,837,517)

At 1 January 2024

Comprehensive loss for the year

Loss for the year

–

(22,270,216)

–

(22,270,216)

Foreign exchange translation

–

1,234,580

difference

5,000

495,000

(65,576,168)

1,203,015

(63,873,153)

At 31 December 2024

The notes on pages 24 to 48 form part of these financial statements.

Page 21

Milo Topco Limited and subsidiaries

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

2024

2023

Note

Cash flow from operating activities

Loss for the year

(22,270,216)

(17,690,675)

Depreciation of tangible assets

503,287

418,319

Amortisation of goodwill

11,138,054

9,233,455

Other income

(477,545)

(625,041)

Taxation charge

185,722

173,244

(Increase) in debtors

1,042,145

(3,842,324)

Increase in creditors

9,068,332

6,856,053

Decrease in stocks

391,942

–

Foreign exchange impact

1,499,913

(17,680)

Corporation tax paid

(1,460,287)

(482,262)

Interest charge

15,995,212

12,267,999

Net cash inflow from operating activities

15,616,559

6,291,088

Cash flow from investing activities

Net cash acquired

2,708,113

1,254,011

Other income

477,545

623,335

Acquisition of subsidiary undertakings

(37,543,892)

(19,102,457)

Disposals of intangible and tangible fixed assets

13,14

64,116

5,848

Purchase of intangible and tangible fixed assets

13,14

(609,835)

(2,044,550)

(34,903,953)

(19,263,813)

Net cash outflow from investing activities

Cash flow from financing activities

Loans drawn down

31,459,271

16,736,252

(4,494,163)

(4,654,042)

Interest paid

Net cash inflow from financing activities

26,965,108

12,082,210

Net increase/(decrease) in cash

7,677,714

(890,515)

Cash at beginning of year

5,297,864

4,265,583

Cash at end of year

12,975,578

3,375,068

Cash at end of year comprises:

Cash at bank

16,766,847

5,297,864

Less: bank overdrafts

17,18

(3,791,269)

(1,922,796)

12,975,578

3,375,068

The notes on pages 24 to 48 form part of these financial statements.

Page 23

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

Company information

Milo Topco Limited (or the “Company” or the “Parent Company”) is a holding company incorporated in the United Kingdom. The registered office is Unit 4, Horizon Trade Park, Ring Way, Bounds Green, London, N11 2NW.

The Company was incorporated on 26 May 2021.

The principal activity of the Company is a holding company for the Integrity360 Group, one of EMEA's leading cybersecurity specialists. The Group provides a comprehensive range of professional, support, and managed cybersecurity services and solutions that identify and assess, protect and prevent, detect and analyse and respond and recover cyber risks and threats. Working either independently or as an extension of an organisations own team Integrity360 strengthens security postures for both mid-market and enterprise organisations across a wide range of sectors including financial and legal services, insurance, government, healthcare, retail, manufacturing, ecommerce, telecoms and utilities.

Accounting policies

2.1

Basis of preparation

Presentation of consolidated financial statements

The consolidated financial statements consolidate the financial statements of Milo Topco Limited and its subsidiaries (or “the Group” or “Integrity360 Group”) for the year ended 31 December 2024.

Statement of compliance with the Financial Reporting Standards

The financial statements have been prepared in accordance with Financial Reporting Standard102 “The Financial Reporting Standard Applicable in the UK and Republic of Ireland” (“FRS 102”) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value.

The preparation of the consolidated financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Group's accounting policies (see Note 3).

The Parent Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The Parent Company's loss for the year was £296,362 (2023: £248,546).

Going concern

Page 24

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

Going concern (continued)

2.2

Basis of consolidation

The consolidated financial statements present the results of the Group as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The financial statements of the Group comprise the financial statements of the Company and its subsidiaries. A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the Group owns less than 50% of the voting powers of an entity but control the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the consolidated financial statements.

Any subsidiary undertakings sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified. Intragroup assets and liabilities, equity, income, expenses and cash flows relating to intragroup transactions are eliminated on consolidation.

Page 25

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

2.3

Investment in subsidiaries

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group (or “its subsidiaries”). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

The Company's investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.

2.4

Business combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable or measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair value to the group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.

On acquisition, goodwill is allocated to cash-generating units that are expected to benefit from the combination.

Goodwill is amortised over its expected useful life of 10 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement.

2.5

Foreign currency

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position are presented in Sterling (£).

Page 26

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

(a)

Transactions and balances

In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency of the individual entities (foreign currencies) are recognised at the spot rate at the dates of the transactions or at an average rate where this rate approximates the actual rate at the date of the transaction. At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the year in which they arise. However, in the group financial statements exchange differences arising on monetary items that form part of the net investment in a foreign operation are recognised in other comprehensive income and are not reclassified to profit or loss.

(b)

Translation of group companies

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated from their functional currency to Sterling using the closing exchange rate. Income and expenses are translated using the average rate for the year, unless exchange rates fluctuated significantly during that year, in which case the exchange rates at the dates of the transactions are used.

Exchange differences arising on the translation of group companies are recognised in other comprehensive income and are not reclassified to profit or loss.

2.6

Revenue

Turnover is attributable to the sale of hardware and software, and rendering of security services.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

(a)

Sales of hardware and software products are recognised on delivery to the customer.

(b)

Managed security services and service level agreement are licenses on a subscription basis which are deferred and recognised over the period of the subscription.

(c)

Professional IT services relates to post-contract support arrangements and are deferred and recognised on a straight line basis over the period of the agreements and in accordance with the stage of completion of the contract.

These are deferred and recognised over the period of the agreements/subscription and when all of the following conditions below are satisfied:

the Group has transferred the significant risks and rewards of ownership to the buyer;

the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

the amount of revenue can be measured reliably;

it is probable that the Group will receive the consideration due under the transaction; and

Page 27

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

2.6 Revenue (continued)

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.7

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Pensions

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Borrowing costs

All borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.

2.10

Taxation

Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only 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. If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

Deferred tax is recognised when income or expenses from a subsidiary or associate have been recognised, and will be assessed for tax in a future period, except where:

the Group is able to control the reversal of the timing difference; and

it is probable that the timing difference will not reverse in the foreseeable future.

A deferred tax liability or asset is recognised for the additional tax that will be paid or avoided in respect of assets and liabilities that are recognised in a business combination. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.

Page 28

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

2.10

Taxation (continued)

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

With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity, depending on the transaction that resulted in the tax expense (income).

2.11

Intangible Assets

Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets'. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis over 10 years to the Statement of Comprehensive Income.

Other intangible assets

Intangible assets are initially recognised at cost. At recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed 10 years. Amortisation is provided on the following basis:

Goodwill

over 10 years on a straight line basis

Software development

over 5 years on a straight line basis

Domain names & data lists

over 5 years on a reducing balance basis

2.12

Tangible assets

Tangible fixed assets are measured at 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.

Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets, other than freehold land, over their expected useful lives, using the straight-line method. The rates applicable are:

Computer equipment

20-33.33% straight line

Fixtures and fittings

12.5% straight line

Machinery and other equipment

3-7 years

Leasehold improvements

Over the life of the lease

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.

Page 29

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

2.13

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in the consolidated statement of comprehensive income.

If an impairment loss subsequently reverses, 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 the consolidated statement of comprehensive income.

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.

2.14

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

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

Page 30

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

2.17

Provisions and contingencies

Provisions

Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Contingencies

Contingent liabilities, arising as a result of past events, are not recognised when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Company's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

2.18

Related party transactions

The Group avails of the exemption contained in FRS 102 Section 33 Related Party Disclosures and does not disclose transactions entered into between wholly owned members of the Group. Transactions with entities not wholly Group owned are disclosed in accordance with the accounting standards.

2.19

Share capital

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

2.20

Financial instruments

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Page 31

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

2.20

Financial instruments (continued)

However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Significant judgements and estimates

Preparation of the consolidated financial statements requires management to make significant judgements and estimates. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates.

Judgements

In the process of applying the Group's accounting policies, management has made the following judgments, apart from those involving estimation, which have the most significant effect on the amounts recognized in the consolidated financial statements:

Determination of realisable amount of deferred tax assets

Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and the level of future taxable profits together with future planning strategies.

Impairment of tangible and intangible assets including Goodwill

The Group performs an impairment review when certain impairment indicators are present. Determining the recoverable amount of tangible and intangible assets requires the Group to make estimates and assumptions that can materially affect the financial statements. Future events could cause the Group to conclude that tangible and intangible assets associated with an acquired business is impaired. Any resulting impairment loss could have a material adverse impact on the financial condition and results of operations.

Page 32

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

Significant judgements and estimates (continued)

Estimates and assumptions

Estimating useful lives of tangible and intangible assets

The Group estimates the useful lives of tangible and intangible assets based on the period over which the assets are expected to be available for use. The estimated useful lives of tangible and intangible assets are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets. In addition, estimation of the useful lives of tangible and intangible assets is based on collective assessment of industry practice, internal technical evaluation and experience with similar assets. Actual results, however, may vary due to changes in estimates brought about by changes in factors earlier mentioned.

Impairment of debtors

Provisions are made for specific and groups of accounts, where objective evidence of impairment exists. The Group evaluates these accounts based on available facts and circumstances, including, but not limited to, the length of the group's relationship with the customers, the customers' current credit status based on known market forces, average age of accounts, collection experience and historical loss experience.

Impairment of investments

At the end of each financial year, an assessment is made on whether there are indicators that the Company's investments are impaired. Where necessary, the Company's assessments are based on the estimation of the value-in-use of the assets defined in FRS 102 Section 27 Impairment of assets. See Note 15 for the carrying value of the financial assets.

Analysis of turnover

Group

An analysis of turnover by class of business is given below:

2024

2023

Cybersecurity Technology and Services

106,303,677

85,585,030

An analysis of turnover by country of destination:

2024

2023

Republic of Ireland

38,037,637

33,290,499

Europe

62,937,182

48,151,732

5,328,858

4,142,799

Rest of World

85,585,030

106,303,677

Page 33

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

Other operating income

2024

2023

Other operating income

370,470

288,903

Government grants receivable

–

110,003

Supplier rebates received

97,011

224,429

10,064

1,706

Gain on disposal of fixed assets

625,041

477,545

Loss before taxation

Group

Operating loss is stated after charging/(crediting):

2024

2023

Directors' remuneration

1,811,816

1,240,960

Grant income

–

110,003

Operating lease expense

1,413,151

1,100,640

Depreciation

503,287

418,319

Exchange differences

773,593

(762,224)

Auditor's remuneration

408,500

291,500

Amortisation of intangible assets

11,138,054

9,233,455

Employee costs

Group

The aggregate payroll costs of the above were:

2024

2023

Wages and salaries

21,120,918

25,060,507

Employer's PRSI

2,891,574

3,287,203

440,142

936,060

Cost of defined contribution scheme

24,452,634

29,283,770

Page 34

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

Employee costs (continued)

Group

The average number of staff employed by the Group during the financial year amounted to:

2024

2023

No.

Sales

107

105

Human resources

Administration and finance

Marketing

Technical

244

220

411

438

Directors' remuneration

Group

The directors' aggregate remuneration in respect of qualifying services were:

2024

2023

Directors' remuneration

1,802,383

1,231,175

Cost of defined contribution scheme

9,433

9,785

1,240,960

1,811,816

Pension costs

The Group operates a defined contribution pension scheme for its employees and directors. The contribution charged to the profit and loss account for the year was £936,060 (2023: £440,142). At the year-end date there were amounts payable of £81,968 (2023: £25,313).

10.

Interest payable and similar charges

Group

2024

2023

On loan notes and senior debt

15,995,212

12,267,999

Page 35

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

11.

Taxation on loss

Group

Analysis of charge in the financial year

Current tax:

2024

2023

In respect of the financial year:

Irish Corporation tax based on the results for the financial year at 12.5% (2023: 12.5%)

77,630

63,334

UK corporation tax based on the results for the financial year at 25% (2023: 19%)

54,390

–

Foreign subsidiaries corporation tax based on the results for the financial year

98,908

100,392

Total current tax

218,116

176,538

2024

2023

Deferred tax:

Origination of timing differences (Note 19)

(32,394)

(3,294)

Tax credit on loss

(32,394)

(3,294)

Page 36

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

11.

Taxation on loss (continued)

(b) Factors affecting current tax charge

The tax assessed on the loss for the year is higher than (2023: higher than) the standard rate of corporation tax in the United Kingdom of 25% (2023: 19%):

2024

2023

Loss before taxation

(22,084,494)

(17,517,431)

Loss by rate of tax at 25% (2023: 19%)

(5,521,124)

(3,328,312)

Effects of:

2,595,898

Depreciation/amortisation in excess of capital allowances

1,644,698

773,327

Expenses not deductible for tax purposes

542,098

(13,298)

Other timing differences

(68,026)

5,911

Income taxed at higher rate

4,824

(20,638)

Tax deducted at source

(251,386)

32,394

Deferred taxes (Note 19)

3,463

20,676

Unrelieved Losses forward

729,051

2,352,227

Group relief surrendered under TCA 97 s420

1,318,175

(39,651)

Impact of different tax rate on foreign subsidiaries

(421,341)

185,722

Total tax charge for the year

173,244

12.

Total comprehensive loss attributable to the owners of the parent company

The total comprehensive loss attributable to the owners of the parent company is £23,504,796 (2023: £17,696,219).

Page 37

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

13.

Intangible fixed assets

Group

Domain names &

Software licences

Development costs

Goodwill

data list

Total

Cost

At 1 January 2024

99,792,011

372,312

358,550

289,571

100,812,444

Additions

30,726,627

–

180,105

156,670

31,063,402

–

(1,488)

–

(1,488)

Disposals

At 31 December 31 2024

130,517,150

372,312

538,655

446,241

131,874,358

Accumulated depreciation

At 1 January 2024

18,773,675

322,909

192,777

11,313

19,300,674

Charge for the year

10,834,100

20,837

106,172

176,945

11,138,054

Disposals

(1,488)

–

(1,488)

–

2,143

10,330

12,473

Foreign exchange

At 31 December 31 2024

29,606,287

343,746

301,092

198,588

30,449,713

Net book value

At 31 December 2024

100,910,863

28,566

237,563

247,653

101,424,645

At 31 December 2023

81,018,336

165,773

49,403

278,258

81,511,770

The amortisation charge for intangible fixed assets is included in administrative expenses. The Goodwill represents the purchase price of the businesses acquired during the current year and the prior period. Please refer to Note 23 for the analysis of the acquisition in subsidiaries.

Page 38

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

14.

Tangible fixed assets

Group

Machinery, and other

Fixtures and

Leasehold

Computer equipment

fittings

equipment

Improvements

Total

Cost

At 1 January 2024

2,237,970

4,369,312

834,731

433,909

7,875,922

Arising on acquisition

26,188

436,575

20,092

–

482,855

Additions

63,929

207,703

1,428

–

273,060

Disposals

(423,118)

(44,492)

(1,093)

–

(468,703)

Transfer between classes

103,382

72,625

(176,007)

–

At 31 December 2024

2,008,351

5,041,723

679,151

433,909

8,163,134

Accumulated depreciation

At 1 January 2024

1,143,015

3,610,699

409,216

282,071

5,445,001

Arising on acquisition

18,981

258,686

18,290

–

295,957

Charge for the year

173,681

308,973

2,299

18,334

503,287

Disposals

(373,364)

(30,897)

(326)

–

(404,587)

Transfer between classes

49,467

45,802

(95,269)

–

Foreign exchange

51,588

121,116

75,187

4,833

252,724

At 31 December 2024

1,063,368

4,314,379

409,397

305,238

6,092,382

Net book value

At 31 December 2024

944,983

727,344

269,754

128,671

2,070,752

At 31 December 2023

1,094,955

758,613

425,515

151,838

2,430,921

Page 39

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

15.

Investments

Company

Investments

in subsidiary company

Cost

At 1 January 2024

304,054

At 31 December 2024

304,054

Provision for diminution in value

At 1 January 2024

30,712

At 31 December 2024

30,712

Net book value

At 31 December 2024

273,342

At 31 December 2023

273,342

None of the shares in subsidiary undertakings are listed on a recognised stock exchange. In the opinion of the directors, the investments are worth at least the amounts at which they are stated in the statement of financial position. Refer to note below for further details of investments in subsidiary undertakings.

Subsidiary undertakings

Company

Nature of business

Share class held

Percentage shareholding

Milo Midco 1 Limited

Holding Company

Ordinary

100%

Milo Finco Limited

Holding Company

Ordinary

100%

I360 Cyber Limited

Holding Company

Ordinary

100%

Milo Bidco Ire Limited*

Holding Company

Ordinary

100%

Ordinary/

A Ordinary/

B Ordinary /

Integrity360 Limited (Ireland)*

Cyber Security

C Ordinary

100%

Integrity Analytics Limited*

Management services

Ordinary

100%

Gleelation UK Limited (formerly Integrity Communications Limited (UK)

Cyber Security

Ordinary

100%

Blend IT Group Limited

Holding Company

Ordinary

100%

Gleelation Investments Limited (UK)

Holding Company

Ordinary

100%

Metadigm Limited

Cyber Security

Ordinary

100%

Caretower Limited

Cyber Security

Ordinary

100%

Milo Bidco UK Limited

Holding Company

Ordinary

100%

Page 40

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

15.

Investments (Continued)

Subsidiary undertakings (continued)

Company

Nature of business

Share class held

Percentage shareholding

Integrity360 Limited (formerly Caretower Limited)

Cyber Security

A Ordinary/

100%

B Ordinary/

Euro preference

Integrity360 Europe Limited (formerly Advantio Limited)*

Cyber Security

Ordinary

100%

Integrity360 AB (Sweden)

Cyber Security

Ordinary

100%

Advantio Cybersecurity Ltd (UK)

Cyber Security

Ordinary

100%

Integrity360 UAB (Lithuania)

Cyber Security

Ordinary

100%

Integrity360 Ciberseguridad SL (Spain)

Cyber Security

Ordinary

100%

Integrity360 APS (Denmark)

Cyber Security

Ordinary

100%

Integrity360 LLC (Ukraine)

Cyber Security

Ordinary

100%

Integrity360 SRL (Italy)

Cyber Security

Ordinary

100%

Integrity360 Inc. (USA)

Cyber Security

Ordinary

100%

Integrity360 IT Security RO SRL (Romania)

Cyber Security

Ordinary

100%

Integrity360 Europe EOOD (formerly Caretower Europe Limited) (Bulgaria)

Cyber Security

Ordinary

100%

Grove Solutions Ltd

Holding Company

B Ordinary/

100%

C Ordinary/

D Ordinary

Grove Information Systems Limited (UK)

Cyber Security

Ordinary/

100%

B Ordinary

Grove South Africa Proprietary Limited

Cyber Security

Ordinary

100%

Grove Information Systems Kenya Limited

Cyber Security

Ordinary

100%

Adsigo Schweiz AG (Switzerland)

Cyber Security

Ordinary

100%

Adsigo AG (Germany)

Cyber Security

Ordinary

100%

Nclose Proprietary Limited

Cyber Security

Ordinary

100%

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

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

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

Page 41

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

16.

Debtors

Group

Company

2024

2023

2024

2023

Due within one year

Trade debtors

28,124,802

22,593,501

–

Other debtors

174,561

1,586,251

8,498

19,600

Prepayments and accrued income

28,866,057

6,695,938

–

Corporation tax recoverable

1,672,830

608,677

–

Advances to suppliers

773

557

–

8,498

19,600

58,839,023

31,484,924

17.

Cash at bank

Group

2024

2023

Cash at bank

16,766,847

5,297,864

Less: bank overdrafts (Note 18)

(3,791,269)

(1,922,796)

12,975,578

3,375,068

18.

Creditors

Group

Company

2024

2023

2024

2023

Due within one year

Trade creditors

20,977,196

18,273,352

–

Bank Overdraft

3,791,269

1,922,796

–

Interest payable on loan notes

2,133,700

809,193

–

PAYE/PRSI liability

418,196

722,243

–

VAT liability

2,051,677

2,037,464

–

Accruals

10,451,727

4,634,346

90,000

–

Deferred income

36,930,278

13,589,253

–

Finance lease

11,767

18,924

–

Short term loans

21,321

–

Other creditors

7,196,274

5,709,722

–

Amounts owed to group companies

–

260,270

65,010

–

83,983,405

47,717,293

350,270

65,010

Trade creditors and obligations are payable at various dates over the coming months in accordance with the suppliers' usual and customary credit terms.

Page 42

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

18.

Creditors (continued)

Due within one year (continued)

Included in accruals is an amount of £197,829 which is the amount provided for the settlement of

employment cases in which the Group is named and associated legal costs that existed as at 31 December 2024. Amounts are expected to be paid within the subsequent 12 month period.

Included in other creditors is an amount £3,487,674 (2023: £2,732,730) which refers to the contingent consideration in relation to the Group's acquisition of businesses during the year which shall be paid in 2025.

Group

2024

2023

Due in more than one year

Loans

Series A Loan Notes

58,344,505

50,788,398

Series B Loan Notes

7,762,932

6,822,762

PIK Notes

22,760,086

19,879,524

Revolving Facility

843,788

850,000

Unitranche Facility

10,178,780

9,851,154

Accordion and Acquisition Facility

57,514,851

28,000,000

Other non-current loans

53,305

68,438

Contract liabilities

1,996,139

–

Finance lease

5,561

5,705

159,459,947

116,265,981

The Group has entered into various loan agreements with two lenders with differing interest rates, repayment dates and terms are as follows:

Series A Loan Notes

The loan amount is repayable in 2029. The loan amount carries a fixed interest of 12.5%.

Series B Loan Notes

The loan amount is repayable in 2029. The loan amount carries a fixed interest of 12.5%. This includes management loan repayable to directors at £7,716,422 (2023: £6,822,762) (Note 24).

PIK Notes

The loan amount is repayable in 2028. The interest rate is fixed and ranges from 10.5% to 12.5%.

Unitranche and Revolving facility

The loan amount is repayable in 2028. The interest rate is 7.25%.

Accordion and Acquisition facility

The loan amount is repayable in 2028. The interest rate is calculated based on net leverage and ranges from 6.75% to 7.75%.

Page 43

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

18.

Creditors (continued)

Due in more than one year (continued)

As at year end, RBS Invoice Finance Limited held a registered charged covering all the property and undertaking of the Integrity360 Limited (UK).

As at year end, Glas Trust Corporation Limited held a registered charged covering all the property and undertaking of Milo Finco Limited including I360 Cyber Ltd, Milo Bidco IRE Limited, Integrity360 Limited (previously Integrity Communications Limited (Ireland)), Gleelation UK Limited (previously Integrity Communications Limited (UK)).

On 13 May 2025, Glas Trust Corporation Limited held a registered charged covering all the property and undertaking of Milo Finco Limited including I360 Cyber Ltd, Milo Bidco IRE Limited, Integrity360 Limited (previously Integrity Communications Limited (Ireland)), Gleelation UK Limited (previously Integrity Communications Limited (UK)), Milo Bidco UK Limited, Integrity360 Limited UK (previously Caretower Ltd), Grove Solutions Ltd and Grove Information Systems Limited, to include fixed and floating charges over each of their assets.

Contract liabilities refer to the contingent consideration in relation to the Group's acquisition of

businesses during the year which shall be paid in 2026.

19.

Deferred taxation

Group

The deferred taxation balance is made up as follows:

Deferred tax asset

2024

2023

Opening balance

51,088

54,382

Arising from acquisition

935,225

–

Credited to profit or loss in period/year

(7,023)

3,294

Foreign exchange

1,040

–

983,624

54,382

Deferred tax liability

2024

2023

Opening balance

–

Arising from acquisition

599,463

–

Credited to profit or loss in period/year

(39,417)

–

Foreign exchange

1,134

–

561,180

–

Page 44

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

19.

Deferred taxation (continued)

The major components of the deferred tax asset and liability balance are as follows:

2024

2023

Deferred tax asset

Tax loss carried forward

42,723

Employee obligation

51,985

11,659

Income received in advance

589,659

–

Accrued expenses

154,593

–

Phantom share provision

81,623

–

Bad debts provision

54,853

–

Unrealized exchange loss

8,105

–

Others

–

983,624

54,382

2024

2023

Deferred tax liability

Prepayments

561,180

–

The deferred tax has not been recognised as, in the opinion of the directors, there is not sufficient certainty that there will be suitable taxable profits from which the future reversal of the underlying timing differences will be deducted.

20.

Commitments under operating leases

Group

2024

2023

Within 1 year

3,185,798

1,061,522

Between 2 and 5 years

4,885,324

4,526,754

After more than 5 years

5,744,569

7,680,044

13,815,691

13,268,320

Page 45

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

21.

Share capital

Issued and presented as equity of the Company:

2024

2023

No.

338,017 A Ordinary shares of £0.01

each

338,017

3,380

338,017

3,380

161,938 B Ordinary shares of £0.01

each

161,983

1,620

161,983

1,620

500,000

5,000

500,000

5,000

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

On 21 June 2021, 338,016 A Ordinary shares of £0.01 each were issued to provide for the further capitalisation of the Company, for a consideration of £338,616.

On 21 June 2021, 161,983 B Ordinary shares of £0.01 each were issued to provide for the further capitalisation of the Company, for a consideration of £161,983.

The holders of Ordinary A and B shares shall have the right to receive notice of, attend, speak and vote at any general meeting of the Company and each holder of the A and B Ordinary shares shall have one vote. The shares all rank pari passu as respect to dividend distributions and are distributed amongst the holders of A Ordinary and B Ordinary shares as if the same constituted one class of share. The shares are non-redeemable.

22.

Reserves

Share premium

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

Foreign exchange translation reserve

The foreign exchange translation reserve comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£).

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, net of transfers to/from other reserves and dividends paid.

23.

Business combination

On 24 August 2024, the Group acquired 100% of the issued share capital of Grove Solutions Limited, a UK-registered holding company with subsidiaries operating in Cape Town and the UK. Grove Solutions is engaged in cybersecurity and cloud services.

On 2 December 2024, the Group acquired 100% of the issued share capital of Adsigo Schweiz AG, a Switzerland-registered company, thereby obtaining control. Founded in 2013, Adsigo is a well-established cybersecurity consultancy and PCI QSA provider serving clients across Germany, Austria, and Switzerland.

Page 46

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

23. Business combination (continued)

On 24 December 2024, the Group acquired 100% of the issued share capital of Nclose Proprietary Limited, a South African company. Founded in 2006, Nclose partners with a range of leading cybersecurity vendors, including CrowdStrike, Netskope, Tenable, McAfee, KnowBe4, Forcepoint, and SentinelOne.

Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of the acquiree's workforce and expected cost synergies. The recognized amounts of identifiable assets acquired, and liabilities assumed:

Grove Solutions Ltd and its subsidiaries

Adsigo Ltd and its subsidiaries

NClose

Total

Fixed assets

14,315

1,794

170,788

186,897

Tangible and intangible assets

14,315

1,794

170,788

186,897

Non-current assets

153,830

Current assets

24,409,109

692,923

2,640,231

27,742,263

Cash and cash equivalents

1,550,366

479,398

678,349

2,708,113

Debtors

22,858,743

187,479

1,961,882

25,008,104

26,046

Stock

Total assets

24,423,424

694,717

2,964,849

28,082,990

Current liabilities

19,626,614

153,062

1,486,049

21,265,725

Trade creditors

1,208,632

78,317

938,580

2,225,529

Accruals and deferred income

17,432,946

1,607,250

Other liabilities

985,036

74,745

547,469

Total liabilities

19,626,614

153,062

1,486,049

21,265,725

Total identifiable net assets

4,796,810

541,655

1,478,800

6,817,265

Goodwill

19,091,602

722,220

10,912,805

30,726,627

Total assets acquired and

purchase consideration

23,888,412

1,263,875

12,391,605

37,543,892

Page 47

Milo Topco Limited and subsidiaries

Notes to the Financial Statements

For the year ended 31 December 2024

24.

Related party transactions

The Group has availed of the exemption under section 33.1a of FRS 102 not to disclose transactions with other group companies. There were no other related party transactions requiring disclosure per section 33 of FRS 102.

During the year, rent was paid to a director of the Company, amounting to a total expense of £181,176 (2023: £201,446).

Loan notes due to directors of the Company amounted to a total of £7,716,422 (2023: £6,822,762) (including an interest amount of £2,720,452 (2023: £1,826,792). The loan notes are repayable in 2029 and are subject to a fixed interest rate of 12.5%.

25.

Events since the end of the financial year

Company

There have been no significant events which would result in a significant adjustment to the Company's financial statements.

Group

There have been no other significant events which would result in a significant adjustment to these financial statements.

26.

Controlling party

The Company's ultimate controlling party is August Equity Partners V General Partner LLP, incorporated in the United Kingdom.

27.

Approval of the financial statements

The financial statements were approved by the board of directors on 26 September 2025

Page 48