ACCOUNTS - Final Accounts preparation

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

Registered number: 12556920

NAMOS SOLUTIONS HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

NAMOS SOLUTIONS HOLDINGS LTD

COMPANY INFORMATION

Directors	R J Eltham
	C Mason
	R J Mason


Registered number	12556920


Registered office	2 London Wall Place
	London
	EC2Y 5AU


Independent auditors	Wright Vigar Limited
	Statutory Auditors & Chartered Accountants & Business Advisor
	15 Newland
	Lincoln
	LN1 1XG


Accountants	MHA
	11 Merus Court
	Meridian Business Park
	Leicester
	LE19 1RJ

NAMOS SOLUTIONS HOLDINGS LTD

CONTENTS

	Page
Group Strategic Report	1
Directors' Report	2 - 4
Independent Auditors' Report	5 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11 - 12
Company Balance Sheet	13 - 14
Consolidated Statement of Changes in Equity	15 - 16
Company Statement of Changes in Equity	17
Consolidated Statement of Cash Flows	18 - 19
Consolidated Analysis of Net Debt	20
Notes to the Financial Statements	21 - 37

NAMOS SOLUTIONS HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The board present their report with the financial statements of the Group for the ending 31 December 2024.

Business review

The Group, being Namos Solutions Holdings Ltd and its subsidiaries, are a specialist Oracle consultancy providing implementation and managed services across applications and technology across a wide range of industries and geographies.
The results of the Group are disclosed in the Consolidated Statement of Comprehensive Income. A small loss was recorded, reflecting continued investment in technical capability and Group structure to support long-term growth and business continuity. The Board considers this investment essential to the delivery of the Group’s strategy and is confident in the outlook for 2025 and beyond.
In the fourth quarter of the year, the Group secured record levels of new sales across infrastructure, product, and managed services. These contracts have established a strong pipeline of annuity based revenue, providing greater predictability of income and supporting business continuity.

Principal risks and uncertainties

The Group’s business plan is based on the expansion and diversification of its client base. This is supported by investment in people, management and infrastructure. The Board monitors risks closely and has measures in place to mitigate them. Continued investment has strengthened existing service offerings and supported the development of new industry-focused solutions.

Financial key performance indicators

The Board monitors a range of key performance indicators on a monthly basis to assess financial and operational performance. Focus remains on controlled expansion, maintaining high-quality service delivery and efficient use of resources.

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

................................................

C Mason

Director

Date: 30 September 2025

Page 1

NAMOS SOLUTIONS HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

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

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

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation and minority interests, and minority interest amounted to £395,406 (2023 - profit £229,148).

During the year, dividends were voted amounting to £179,161 (2023: £110,888).

Directors

The directors who served during the year were:

R J Eltham

C Mason

R J Mason

Future developments

The Group will remain focussed solely on Oracle, but expect growth on both the applications and technology side of the business and expansion into new geographies.

Page 2

NAMOS SOLUTIONS HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial instruments

Financial risk management objectives and policies
The Group's principal financial instruments comprise of cash and liquid investments, the main purpose of which is to provide finance for its normal trading operations and for future investment. The Group has various other financial instruments such as trade debtors and creditors that arise directly from its trading operations. The main risks arising from the Groups financial instruments are liquidity and credit risks. The Group has clear policies for managing each of these risks, as summarised below.
Liquidity risk
The Group aims to mitigate liquidity risk by managing cash generation by its operations and applying debtor collection targets.
Credit risk
The risk of financial loss due to a counterparty's failure to honour its obligations arises principally in relation to transactions where the Group provides goods or services on deferred credit terms. Group policies are aimed at minimising such losses, and require that deferred terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Individual exposures are monitored with customers subject to credit limits to ensure that the Group's exposure to bad debts is not significant.

Research and development activities

The Group specialises in technological enhancements to complement Oracle functionality, and we conduct a number of research and development activities to bring new products into the market. We have a high success rate of converting these research and development activities into products for our clients.

Disclosure of information to auditors

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

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

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

Post balance sheet events

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

Auditors

The auditors, Wright Vigar Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

NAMOS SOLUTIONS HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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

................................................

C Mason

Director

Date: 30 September 2025

2 London Wall Place

London

EC2Y 5AU

Page 4

NAMOS SOLUTIONS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAMOS SOLUTIONS HOLDINGS LTD

Opinion

We have audited the financial statements of Namos Solutions Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 5

NAMOS SOLUTIONS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAMOS SOLUTIONS HOLDINGS LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' 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 and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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 6

NAMOS SOLUTIONS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAMOS SOLUTIONS HOLDINGS LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

NAMOS SOLUTIONS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAMOS SOLUTIONS HOLDINGS LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
• We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.
• We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people charged with governance.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
• Substantive procedures performed in accordance with the ISAs (UK).
• Challenging assumptions and judgments made by management in its significant accounting estimates.
• Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals.
• Assessing the extent of compliance with the relevant laws and regulations.

A further description of our 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 Auditors' Report.

Page 8

NAMOS SOLUTIONS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAMOS SOLUTIONS HOLDINGS LTD (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.

James Sewell BA (Hons) FCA CTA (Senior Statutory Auditor)

for and on behalf of

Wright Vigar Limited

Chartered Accountants & Business Advisers

Statutory Auditors & Chartered Accountants & Business Advisor

Lincoln

LN1 1XG

Date: 30 September 2025

Page 9

NAMOS SOLUTIONS HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	14,344,004	13,227,478
Cost of sales		(10,140,128)	(9,092,535)
Gross profit		4,203,876	4,134,943
Administrative expenses		(4,578,593)	(4,030,062)
Operating (loss)/profit	5	(374,717)	104,881
Interest receivable and similar income	9	17,394	11,109
Interest payable and similar expenses	10	(23,386)	(50,643)
(Loss)/profit before taxation		(380,709)	65,347
Tax on (loss)/profit	11	(18,691)	166,116
(Loss)/profit for the financial year		(399,400)	231,463

(Loss)/profit for the year attributable to:
Non-controlling interests	(3,994)	2,315
Owners of the parent Company	(395,406)	229,148
	(399,400)	231,463

There were no recognised gains and losses for 2024 or 2023 other than those included in the Consolidated Statement of Comprehensive Income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 21 to 37 form part of these financial statements.

Page 10

NAMOS SOLUTIONS HOLDINGS LTD

REGISTERED NUMBER: 12556920

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	14		337,127		540,632
Tangible assets	15		162,113		175,752
			499,240		716,384
Current assets
Debtors within one year	17	2,647,151		2,896,454
Cash at bank and in hand	18	1,701,939		1,888,114
		4,349,090		4,784,568
Creditors: Amounts falling due within one year	19	(3,114,662)		(3,068,723)
Net current assets			1,234,428		1,715,845
Total assets less current liabilities			1,733,668		2,432,229
Creditors: amounts falling due after more than one year	20		(60,000)		(180,000)

Net assets			1,673,668		2,252,229

Capital and reserves
Called up share capital	21	200	200
Revaluation reserve		295,732	262,169
Non-controlling Interests		5,171	9,165
Profit and loss account		1,372,565	1,980,695
		1,673,668	2,252,229

Page 11

NAMOS SOLUTIONS HOLDINGS LTD

REGISTERED NUMBER: 12556920

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

................................................

C Mason

Director

Date: 30 September 2025

The notes on pages 21 to 37 form part of these financial statements.

Page 12

NAMOS SOLUTIONS HOLDINGS LTD

REGISTERED NUMBER: 12556920

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	16		366		366
			366		366

Creditors: amounts falling due within one year	19	(160)		(166)
Net current liabilities			(160)		(166)
Total assets less current liabilities			206		200


Net assets			206		200

Capital and reserves
Called up share capital	21	200	200
Profit and loss account carried forward		6	-
		206	200

Page 13

NAMOS SOLUTIONS HOLDINGS LTD

REGISTERED NUMBER: 12556920

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

................................................

C Mason

Director

Date: 30 September 2025

The notes on pages 21 to 37 form part of these financial statements.

Page 14


		NAMOS SOLUTIONS HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2023	200	295,732	1,828,872	2,124,804	9,100	2,133,904
Comprehensive income for the year
Profit for the year	-	-	229,148	229,148	2,315	231,463
Dividends: Equity capital	-	-	(110,888)	(110,888)	(2,250)	(113,138)
Transfer to/from profit and loss account	-	(33,563)	33,563	-	-	-

At 1 January 2024	200	262,169	1,980,695	2,243,064	9,165	2,252,229
Comprehensive income for the year
Loss for the year	-	-	(395,406)	(395,406)	(3,994)	(399,400)
Dividends: Equity capital	-	-	(179,161)	(179,161)	-	(179,161)
Transfer to/from profit and loss account	-	33,563	(33,563)	-	-	-
At 31 December 2024	200	295,732	1,372,565	1,668,497	5,171	1,673,668

The notes on pages 21 to 37 form part of these financial statements.

Page 15


		NAMOS SOLUTIONS HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Profit and Loss Account
Includes all current and prior year retained profits and losses. All amounts are distributable.
Revaluation Reserve
Includes all current and prior year revaluations of intangible assets. Revaluation reserves are not allowable as
an expense or income for tax purposes. All amounts are non-distributable.

Page 16

NAMOS SOLUTIONS HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	200	-	200
Comprehensive income for the year
Profit for the year	-	99,638	99,638
Dividends: Equity capital	-	(99,638)	(99,638)

At 1 January 2024	200	-	200
Comprehensive income for the year
Profit for the year	-	179,167	179,167
Dividends: Equity capital	-	(179,161)	(179,161)
At 31 December 2024	200	6	206

	The notes on pages 21 to 37 form part of these financial statements.
	Profit and Loss Account Includes all current and prior year retained profits and losses. All amounts are distributable.

Page 17

NAMOS SOLUTIONS HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	(399,400)	231,463
Adjustments for:
Amortisation of intangible assets	193,999	193,392
Depreciation of tangible assets	32,437	29,125
Profit on disposal of tangible assets	(488)	-
Interest paid	23,386	50,643
Interest received	(17,394)	(11,109)
Taxation charge	18,691	(166,116)
Increase in debtors	77,561	(783,782)
Increase/(decrease) in creditors	45,939	(361,143)
Movement in foreign currency	9,480	-
Corporation tax received	153,051	1,431,350
Net cash generated from operating activities	137,262	613,823

Cash flows from investing activities
Purchase of tangible fixed assets	(19,261)	(26,356)
Sale of tangible fixed assets	977	60
Interest received	17,394	11,109
Net cash from investing activities	(890)	(15,187)
Cash flows from financing activities
Repayment of loans	(120,000)	(130,000)
Dividends paid	(179,161)	(110,888)
Interest paid	(23,386)	(50,643)
Dividends paid to non-controlling interests	-	(2,250)
Net cash used in financing activities	(322,547)	(293,781)

Page 18

NAMOS SOLUTIONS HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Net (decrease)/increase in cash and cash equivalents	(186,175)	304,855
Cash and cash equivalents at beginning of year	1,888,114	1,583,259
Cash and cash equivalents at the end of year	1,701,939	1,888,114

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,701,939	1,888,114
	1,701,939	1,888,114

The notes on pages 21 to 37 form part of these financial statements.

Page 19

NAMOS SOLUTIONS HOLDINGS LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	1,888,114	(186,175)	1,701,939
Debt due after 1 year	180,000	(120,000)	60,000
Debt due within 1 year	120,000	-	120,000
	2,188,114	(306,175)	1,881,939

The notes on pages 21 to 37 form part of these financial statements.

Page 20

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Namos Solutions Holdings Limited is a private company, limited by shares, registered in England, registration number 12556920. The registered office is 2 London Wall Place, London, EC2Y 5AU.
Principal activity
The principal activity of the Company during the year continued to be that of a holding company.
Principal activity of the Group
The principal activity of the Group during the year under review was information technology consultancy activities.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the forseeable future. The Group therefore continues to adopt the going concern basis in preparing these financial statements.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is British Pound Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.4

Revenue

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:

Rendering of services

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

∙the amount of revenue can be measured reliably;

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

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

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

Page 22

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in the Profit and Loss Account in the year in which they are incurred.

2.9

Pensions

Defined contribution pension plan

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 the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Page 23

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the balance sheet date.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings

12.5% straight-line method

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and Loss Account.

Page 24

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in the Profit and Loss Account.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Debtors

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

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated 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.

2.17

Creditors

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

2.18

Financial instruments

The Group only enters into basic financial instrument 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 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 transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a

Page 25

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 Profit and Loss Account.
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 of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet 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.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 26

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements 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.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Useful economic lives of intangible fixed assets
The directors consider that the useful economic life of the development expenditure and other intangible assets included within these financial statements cannot be reliably measured. As a result, the directors have adopted the maximum useful economic life allowed under FRS 102. The directors do no expect any adjustment to the useful economic lives to be material to the financial statements. See note 14 for the carrying amount of the intangible fixed assets, and note 2.11 for the useful economic lives.
(ii) Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 15 for the carrying amount of the tangible fixed assets, and note 2.12 for the useful economic lives for each class of assets.

Consultancy	14,245,203	13,064,346
Expense recharges	98,801	163,132
	14,344,004	13,227,478

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	13,332,529	10,938,419
Europe	506,054	1,456,724
Rest of the world	505,421	832,335
	14,344,004	13,227,478

Page 27

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Depreciation of fixtures and fittings	31,989	29,125
Amortisation of intangible fixed assets	193,999	193,392
Exchange differences	24,970	13,708
Other operating lease rentals	624	624

Fees payable to the Company's auditors for the audit of the Group's financial statements	7,500	12,000
Fees payable to the Company's auditors and its associates in respect of:
The auditing of accounts of associates of the Company	15,000	18,500

Page 28

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	9,855,240	7,679,744
Social security costs	1,177,328	926,092
Cost of defined contribution scheme	835,397	584,699
	11,867,965	9,190,535

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Corporate Services	8	8	-	-
Consultants	118	96	-	-
Sales and Marketing	11	10	-	-
Executive Leadership Team (excl Directors)	5	5	-	-
Directors	3	3	3	3

	145	122	3	3

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	319,728	296,038
Group contributions to defined contribution pension schemes	26,586	25,293
	346,314	321,331

	During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £133,021 (2023 - £132,721).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,555 (2023 - £12,555).

Page 29

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	17,394	11,109
		17,394	11,109

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	926	19,439
Other loan interest payable	22,460	31,204
	23,386	50,643

Corporation tax
Current tax on profits/(loss) for the year	18,065	(166,116)
	18,065	(166,116)
Foreign tax
Foreign tax on income for the year	626	-
	626	-
Total current tax	18,691	(166,116)


	Tax on (loss)/profit	18,691	(166,116)

Page 30

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(380,709)

65,347

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(95,177)	15,357
Effects of:
Non-tax deductible amortisation of goodwill and impairment	35,806	15,170
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	23,713	33,657
Capital allowances for year in excess of depreciation	10,742	251
Adjustment in research and development tax credit leading to an decrease in the tax charge	-	(207,050)
Changes in provisions leading to an decrease in the tax charge	43,167	(3,721)
Other differences leading to a decrease in the tax charge	440	(19,780)
Total tax charge for the year	18,691	(166,116)

Page 31

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2024	2023
		£	£

	Dividends paid	179,161	110,888
		179,161	110,888

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £179,167 (2023: £99,638).

Page 32

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Intangible assets
	Group and Company

		Development expenditure
		£
	Cost
	At 1 January 2024	982,738
	Foreign exchange movement	(9,506)
	At 31 December 2024	973,232
	Amortisation
	At 1 January 2024	442,106
	Charge for the year	193,999
	At 31 December 2024	636,105
	Net book value
	At 31 December 2024	337,127
	At 31 December 2023	540,632

Page 33

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Tangible fixed assets
	Group

		Fixtures and fittings
		£
	Cost or valuation
	At 1 January 2024	259,405
	Additions	19,261
	Disposals	(937)
	Exchange adjustments	21
	At 31 December 2024	277,750
	Depreciation
	At 1 January 2024	83,653
	Charge for the year on owned assets	32,437
	Disposals	(448)
	Exchange adjustments	(5)
	At 31 December 2024	115,637
	Net book value
	At 31 December 2024	162,113
	At 31 December 2023	175,752

16.	Fixed asset investments

Page 34

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	366
	At 31 December 2024	366

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Namos Solutions Ltd	2 London Wall Place, London, England, EC2Y 5AU	information technology consultancy activities.	Ordinary	99%
Namos Solutions - Europe	9 Exchange Place, International Financial Services Centre, Dublin 1, Ireland	information technology consultancy activities.	Ordinary	96%
Namos Solutions - US	13555 SE 36th Street, Bellevue, Washington, 98006	information technology consultancy activities.	Ordinary	100%

17.

Debtors

		Group	Group
		2024	2023
		£	£


Trade debtors	1,019,583	1,531,073
Other debtors	140,017	179,644
Prepayments and accrued income	1,487,551	1,013,995
Tax recoverable	-	171,742
	2,647,151	2,896,454

Page 35

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

Cash at bank and in hand	1,701,939	1,888,114
	1,701,939	1,888,114

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	120,000	120,000	-	-
Trade creditors	111,044	234,089	-	-
Amounts owed to group undertakings	-	-	160	166
Other taxation and social security	773,346	782,702	-	-
Other creditors	156,032	86,241	-	-
Accruals and deferred income	1,954,240	1,845,691	-	-
	3,114,662	3,068,723	160	166

There is a fixed and floating charge over all assets in respect of the bank loans.

20.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Bank loans	60,000	180,000
	60,000	180,000

There is a fixed and floating charge over all assets in respect of the bank loans.

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

20,000 (2022: 20,000) Ordinary shares of £0.01 each	200	200

Page 36

NAMOS SOLUTIONS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £845,952 (2023: £584,699). Contributions totalling £72,875 (2023: £61,463) were payable to the fund at the balance sheet date and are included in creditors.

23.	Transactions with directors

At the year end, the Group was owed £68,024 (2023: £148,892) from the directors. During the year advances of £98,917 and repayments of £179,785, were made. No interest has been charged on the overdrawn balance and is considered repayable on demand.

24.	Related party transactions
	In accordance with FRS 102 33.1A the Company is exempt from the requirements to disclose transactions with other wholly owned members of the Group.

25.	Controlling party

The ultimate controlling party of the Company is C Mason, director of this Company.

Page 37