ACCOUNTS - Final Accounts preparation

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

9 months to 31 December

Registered number: 14651711

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

AUDITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

COMPANY INFORMATION

Directors	Eoin Blacklock
	Jonathan Crowe
	Julian Michael Hodge (appointed 1 December 2024)


Registered number	14651711


Registered office	3rd Floor Norfolk House
	106 Saxon Gate West
	Milton Keynes
	MK9 2DN


Independent auditors	Wellers
	1 Vincent Square
	London
	SW1P 2PN

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Income and Retained Earnings	9
Balance Sheet	10 - 11
Notes to the Financial Statements	12 - 26

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The principal activity of the Company during the period was that of managed IT services, security services and sale of hardware and software.

Business review

The results for the period and the financial position of the Company are shown in the attached financial statements.
During the year the Company acquired three businesses and continued their activities from April 2024 onward. Results of this first period of trading within the company are detailed below:
Turnover for the year ended 31 December 2024 was £10.5m (11 months ended 31 December 2023: £0.4m). Gross profit for the period amounted to £3.8m (11 months ended 31 December 2023: £nil) which represents a gross profit percentage of 36.8% as compared to the 0% in the previous year.
Administrative costs for the year ended 31 December 2024 have increased to £3.1m (11 months ended 31 December 2023 : £4.5k).

Principal risks and uncertainties

The business is exposed to general risks associated with operating in the technology sector and wider economic conditions. Where risks are identified, they are discussed at monthly management meetings and actions taken, where possible, to control them.
The Company has no hedging arrangements at 31 December 2024. There is an exchange risk but this is managed through the various entities and matching costs, where possible, locally in the local currency.
The Company's principal financial instruments comprise of bank accounts, trade debtors, trade creditors and bank loans. The main purpose of these instruments is to raise funds and finance operations.
The Company's approach to price, credit, liquidity and cashflow risk applicable to the financial instruments concerned is shown below:
• Any liquidity and cash flow risks are met through the Company maintaining sufficient cash and loan facilities.
• Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers, collection by Direct Debit and the regular monitoring of amounts outstanding for both time and credit limits.
• Trade creditors liquidity risk is managed by ensuring that sufficient funds are available to meet liabilities as they become due.
At the period end the Company reported net liabilities. With careful cash flow management and the ongoing support of the wider group, the directors are satisfied that the company can continue to trade as a going concern and report net assets in the short term future.

Financial key performance indicators

The key performance indicators are sales growth, gross profit margin and net profit before tax. Gross profit margin for the year was £3.8m (11 months ended 31 December 2023: £nil). Profit before tax for the period was £0.7m (11 months ended 31 December 2023: £4.5k loss).

Page 1

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

There are no non financial key performance indicators.

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

Julian Michael Hodge

Director

Date: 29 September 2025

Page 2

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

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

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

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

Results and dividends

The profit for the year, after taxation, amounted to £659,890 (2023 - loss £4,589).

Dividends were paid in the period amounting to £Nil (2023- £Nil)

Directors

The directors who served during the year were:

Eoin Blacklock

Jonathan Crowe

David O'Reilly (resigned 1 December 2024)

James Hawker (resigned 24 November 2023)

Julian Michael Hodge (appointed 1 December 2024)

Going concern

The directors have prepared the financial statements on the going concern basis. The Company has a letter of support that Plutus Topco Limited will guarantee the solvency of the Company and provide it with sufficient financing resources for at least 12 months from the date of signing.

Page 3

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

The Company plans to continue pursuing its core business objectives, which the directors believe will deliver sustained revenue growth and profitability. As part of the Group’s ongoing Group simplification strategy to enhance long-term competitiveness and operational efficiency, management is preparing a restructuring plan.
This restructuring will not impact the Company’s customers or its ability to meet its obligations. As at the date of these financial statements, the detailed timing and structure for all entities within the Group has not yet been finalised

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'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's auditors are aware of that information.

Post balance sheet events

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

Auditors

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

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

___________________________

Julian Michael Hodge

Director

Date: 29 September 2025

Page 4

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

Opinion

We have audited the financial statements of Bluecube Cyber Security Solutions Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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 Company's affairs as at 31 December 2024 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Company 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.

Material uncertainty related to going concern

We draw attention to note 2.3 in the financial statements, which indicates the existence of events that may give rise to the company's operations being impacted by a restructuring exercise. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included seeking explanations and direct representations from the directors as to the timing and extent of the restructuring activities.

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

Page 5

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUECUBE CYBER SECURITY SOLUTIONS LIMITED (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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 6

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUECUBE CYBER SECURITY SOLUTIONS LIMITED (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 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:

Discussions were held with, and enquiries made of, management and those charged with governance with a
view to identifying those laws and regulations that could be expected to have a material impact on the financial
statements. During the engagement team briefing, the outcomes of these discussions and enquiries were
shared with the team, as well as consideration as to where and how fraud may occur in the entity.
Those laws and regulations considered to have a direct effect on the financial statements include UK financial
reporting standards, Company Law, Tax and Pensions legislation, Health and Safety and Employment Law.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and
non-compliance with laws and regulations) comprised of: enquiries of management and those charged with
governance as to whether the entity complies with such laws and regulations; enquiries with the same
concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of
board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing
transactions around the end of the reporting period; and the performance of analytical procedures to identify
unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities,
including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s
controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from
fraud might be inherently more difficult to detect than irregularities that result from error. As explained above,
there is an unavoidable risk that material misstatements may not be detected, even though the audit has been
planned and performed in accordance with ISAs (UK).

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 7

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUECUBE CYBER SECURITY SOLUTIONS LIMITED (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.

Mr Ross Andrews (Senior Statutory Auditor)

for and on behalf of

Wellers

1 Vincent Square

London

SW1P 2PN

30 September 2025

Page 8

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2024

	31 December	9 months to 31 December
	2024	2023
	£	£


Turnover	10,485,558	424,259
Cost of sales	(6,623,236)	(424,259)
Gross profit	3,862,322	-
Administrative expenses	(2,933,712)	(4,519)
Exceptional administrative expenses	(200,000)	-
Other operating income	15,135	-
Operating profit/(loss)	743,745	(4,519)
Interest payable and similar expenses	(45,700)	(70)
Profit/(loss) before tax	698,045	(4,589)
Tax on profit/(loss)	(38,155)	-
Profit/(loss) after tax	659,890	(4,589)



Retained earnings at the beginning of the year	(4,589)	-
	(4,589)	-
Profit/(loss) for the year	659,890	(4,589)
Retained earnings at the end of the year	655,301	(4,589)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of income and retained earnings.

The notes on pages 12 to 26 form part of these financial statements.

Page 9

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

REGISTERED NUMBER: 14651711

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	11		(98,374)		-
Tangible assets	12		2,834,347		-
			2,735,973		-
Current assets
Debtors: amounts falling due within one year	13	1,916,374		102,079
Cash at bank and in hand	14	586,238		6,983
		2,502,612		109,062
Creditors: amounts falling due within one year	15	(4,058,612)		(113,551)
Net current liabilities			(1,556,000)		(4,489)
Total assets less current liabilities			1,179,973		(4,489)
Creditors: amounts falling due after more than one year	16		(486,417)		-
Provisions for liabilities
Deferred tax	18	(38,155)		-
			(38,155)		-
Net assets/(liabilities)			655,401		(4,489)

Capital and reserves
Called up share capital	19	100	100
Profit and loss account		655,301	(4,589)
		655,401	(4,489)

Page 10

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

REGISTERED NUMBER: 14651711

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 on 29 September 2025.

Julian Michael Hodge

Director

The notes on pages 12 to 26 form part of these financial statements.

Page 11

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Bluecube Cyber Security Solutions Limited is a private company limited by share capital, incorporated in England and Wales, registration number 14651711. The address of the trading office is Norfolk House, 106 Saxon Gate West, Milton Keynes, MK9 2DN.

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 following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Plutus Topco Limited as at 31 December 2024 and these financial statements may be obtained from public records held at Companies House.

2.3

Going concern

The directors of the Company are of the opinion that the accounts have been prepared on a going concern.

The directors have a reasonable expectation that the Company has adequate resources to continue its operations for a period of at least 12 months from the date that the financial statements are approved, with continued support of the wider group as required. The key method for assessing going concern is through the business planning process which considers profitability, liquidity and solvency.

The business planning process considers the Company's business activities, together with factors likely to affect its future development, successful performance and position, and key risks in the current economic climate.

In addition to this when considering the going concern basis, the Company's management have paid due regard to the possibility of the company being impacted by a restructuring exercise, as referred to in the Directors' Report. In evaluating the current stage of the considerations, the Company’s management have concluded that this restructuring will not impact the Company’s customers or its ability to meet its obligations. As at the date of these financial statements, the detailed timing and structure for all entities within the Group has not yet been finalised.

The accounts are therefore prepared on a going concern basis.

Page 12

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

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

∙the Company 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 Company will receive the consideration due under the transaction; and

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

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 Company will receive the consideration due under the contract;

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

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

2.5

Finance costs

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

2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 13

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.9

Intangible assets

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

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.

2.10

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.

Page 14

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

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:

Computer equipment

20%

Straight line

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 profit or loss.

2.11

Debtors

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

2.12

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. 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.

2.13

Creditors

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

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 15

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 16

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Estimates and judgments 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 key judgments are as follows:-
1. Business Combinations:
During the period, the Company acquired three business units. The directors have evaluated the substance of the underlying agreement and concluded that the substance of the the transaction is that of a business combination. As part of this, the directors have made judgments concerning the fair value of monetary assets and liabilities in existence at the acquisition date.
They have also made estimates regarding the value of tangible assets acquired during the process and the value of future economic benefit that they will bring to the business. The judgments have been made by reference to externally available market data and taking account of commercial factors prevailing at the time of acquisition.
The judgments applied pervasively impact these financial statements and result in the reporting of negative goodwill, disclosed in note 5.

Page 17

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Recurring revenue	9,017,058	-
Professional services	127,244	-
Product sales	417,888	-
Interco	923,368	424,259
	10,485,558	424,259

Analysis of turnover by country of destination:

					31 December	9 months to 31 December
					2024	2023
					£	£

United Kingdom	10,485,558	424,259
	10,485,558	424,259

Other operating income	15,135	-
	15,135	-

Page 18

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the Company's financial statements

47,650

2,000

Wages and salaries	2,860,045	354,554
Social security costs	303,718	40,135
Cost of defined contribution scheme	85,410	29,570
	3,249,173	424,259

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

	31 December	31 December
	2024	2023
	No.	No.

Directors	3	6
Employees	92	11

	95	17

Page 19

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Finance leases and hire purchase contracts	45,700	70
		45,700	70



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	38,155	-
Total deferred tax	38,155	-


		38,155	-

Page 20

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.Taxation (continued)

Profit/(loss) on ordinary activities before tax

698,045

(4,589)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)	174,511	(872)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	30	-
Capital allowances for year/period in excess of depreciation	(38,155)	-
Utilisation of tax losses	(1,148)	-
Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax	3,612	-
Non-taxable income	(3,783)	-
Unrelieved tax losses carried forward	-	872
Group relief	(135,067)	-
Deferred tax movement	38,155	-
Total tax charge for the year/period	38,155	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exceptional items - Acquisition consultancy fees	200,000	-
		200,000	-

11.	Intangible assets

		Negative goodwill
		£

	Additions	(113,509)
	At 31 December 2024	(113,509)

	Charge for the year on owned assets	(15,135)
	At 31 December 2024	(15,135)
	Net book value
	At 31 December 2024	(98,374)
	At 31 December 2023	-

Negative goodwill arises as a result of a business acquisition at a bargain price. Estimates and judgments applied to the transaction are disclosed in note 3 to these accounts.

Page 22

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets

		Computer equipment
		£
	Cost or valuation
	Additions	3,270,400
	At 31 December 2024	3,270,400
	Depreciation
	Charge for the year on owned assets	436,053
	At 31 December 2024	436,053
	Net book value
	At 31 December 2024	2,834,347
	At 31 December 2023	-

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Computer equipment	1,531,056	-
	1,531,056	-

Page 23

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.

Debtors

					2024	2023
					£	£


Trade debtors	931,702	-
Amounts owed by group undertakings	900,572	101,433
Other debtors	-	646
Prepayments and accrued income	84,100	-
	1,916,374	102,079

14.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	586,238	6,983
	586,238	6,983

15.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	195,469	-
Amounts owed to group undertakings	1,599,132	-
Other taxation and social security	371,925	104,531
Obligations under finance lease and hire purchase contracts	536,216	-
Other creditors	14,448	5,770
Accruals and deferred income	1,341,422	3,250
	4,058,612	113,551

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

Net obligations under finance leases and hire purchase contracts	486,417	-
	486,417	-

Page 24

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Within one year	536,216	-
Between 1-5 years	413,860	-
Over 5 years	72,556	-
	1,022,632	-

18.	Deferred taxation

		2024
		£

	Charged to profit or loss	(38,155)
	At end of year	(38,155)

The deferred taxation balance is made up as follows:
	2024	2023
	£	£

	Accelerated capital allowances	(38,155)	-
		(38,155)	-

Page 25

BLUECUBE CYBER SECURITY SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £1.00 each	100	100

20.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £65,123 (2023 - £4,820). Contributions totaling £14,448 (2023 - £5,770) were payable to the fund at the balance sheet date and are included in creditors.

21.

Related party transactions

As the company is a wholly owned subsidiary it has taken advantage of the exemption not to disclose related party transactions between itself and other wholly owned members of the group.
During the year payments totaling £360,000 (2023: £nil) were paid to Hawkers Holdings Limited for consultancy services. This company is wholly owned by James Hawker, who was a director of Bluecube Cyber Security Solutions Limited until 24 November 2023.

22.	Controlling party

The company's immediate parent is Bluecube Holdings Limited, incorporated in England and Wales. The ultimate parent is Plutus Topco Limited, incorporated in England and Wales.
At the period end, the ultimate controlling party is Joseph Charles Schull by virtue of having significant influence across the group.

The company is exempt from producing consolidated accounts on the basis that its results are included within the group accounts of a larger entity.
The parent of the largest group in which these financial statements are consolidated is Plutus Topco Limited, incorporated in England. The registered office of Plutus Topco Limited is 25 Golden Square, London, United Kingdom, W1F 9LU

Page 26