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

In 2024, the Group continued to pursue its strategic ambition of growth through a combination of organic growth and strategic acquisitions. In 2024, NMi Metrology UK Holdco Ltd made its second acquisition, which is successfully integrated into the Group, expanding our footprint across new regions and technical domains. The Group has refined its post-merger integration processes to ensure tighter alignment with strategic objectives, mitigate delays, and realise targeted synergies more effectively.

The Group is also aware of measurement risks relating to assets recognised. The strategy risks are considered low to moderate as the Group maintains a professional project and integration management. The Group does not underestimate the importance of people and the ongoing need to increase and train its workforce in order to meet its organically growth ambitions. To support ongoing organic growth, the Group’s aim is to grow in its workforce by 7% per year.

The Group has maintained all necessary accreditations and licenses required to operate in its core markets. Accreditations and official authorizations are essential factors on which the Group’s success depends. Risk management plays a vital role in this regard. With its internal control system for safeguarding service quality, the Group reduces risks that may arise in terms of liability for its activities. In addition, risks arising from missing or amended official authorisations are identified through ongoing specialists, quality reviews and legal reviews. This allows the Group to identify and adapt to laws and standards changes promptly.

Positive audit results with the UKAS, coupled with ongoing adherence to the Code of Conduct, instil continued confidence in the Group's accreditations and Legal Metrology Services. Overall, the risk of revoked accreditations is classified as low, thanks to precautionary and risk-mitigating measures.

The Group continued its buy-and-build strategy in 2024, completing one acquisition that support its strategic ambitions. These investments were for the majority financed through external loans, impacting cash flow and increasing the importance of interest cost management in a higher-rate environment.

Interest rates stabilised during 2024 but remain above pre-2022 levels. The Group responded by improving its cashflow forecasting accuracy. Liquidity remains healthy, and the Group has the availability from its parent company to use a RCF facility of EUR 3 million, which remained unused throughout the year.

The Group remains vigilant regarding its financial position and ensures close monitoring of its financing structure, while maintaining strict capital discipline in investment decisions.

For the risks concerning the financial instruments, please refer to the notes in the consolidated financial statements.

The financial statements have been prepared in accordance with UK GAAP and provide a true and fair view of the Group’s financial position.

Revenue recognition: Revenue is recognised when services are provided to the customer in accordance with the Group’s accounting policies. No revenue or dividends were received during the year.

Investments £14,170,551: During the year, the Group continued to actively manage its investment portfolio to support long-term value creation and sustainable returns. Investments were assessed in line with the Group’s overall risk appetite, financial objectives, and corporate strategy.

Provisions and contingent liabilities £1,386,841: The Group recognises provisions where a present obligation exists as a result of past events and the outflow of resources is probable. Contingent liabilities are disclosed where a possible obligation may arise but is not recognised in the accounts.

Loans £9,618,488: During the year, the Group utilised an external loan arrangement to support its operational and strategic funding requirements. The intercompany loans remained an integral part of the Group’s internal funding structure, allowing efficient allocation of capital between entities. All facilities were obtained on arm’s-length terms and in accordance with the Group’s treasury and financing policies.

Events after the reporting period

The Group acquired Electromagnetic Testing Services Ltd. on 2 May 2025. The acquisitions provide the Group further enhanced capabilities (like electromagnetic testings) and expanded its bespoke solutions across the product value chain. This acquisition reinforces our role as a trusted partner in innovation and asset management.

On 12 September 2025, the ultimate parent company NMi UK Holdco Ltd sold 100% of its shares in NMi Topco B.V. and its subsidiaries to Bridgepoint.

On behalf of the board

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

The principal activity of the company continued to be that of a holding company.

The results for the year are set out on page 9.

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

Anova were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

We have audited the financial statements of NMI Metrology UK Holdco Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to Note 16 of the financial statements, which describes the effects of prior year adjustments in these financial statements.  Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance;

• results of our enquiries of management about their own identification and assessment of the risks of irregularities;

• any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

• the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non- compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

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

• enquiring of management concerning actual and potential litigation and claims;

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

• reviewing minutes of meetings of those charged with governance, reviewing internal reports and reviewing correspondence with HMRC, and;

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matter

In the previous accounting period the directors of the company took exemption from audit under section 477 of the Companies Act 2006, therefore the prior period financial statements were not subject to audit.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

NMI Metrology UK Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Cecil Pashley Way, Shoreham Airport, Shoreham-By-Sea, West Sussex, BN43 5FF.

The prior period financial statements are presented for the period from date of incorporation of 28 July 2023 to 31 December 2023, thus shorter than one year. The comparative amounts presented in these financial statements (including the related notes) are not entirely comparable.

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

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

NMI Metrology UK Holdco Limited is a wholly owned subsidiary of NMi Bidco BV and the results of NMI Metrology UK Holdco Limited are included in the consolidated financial statements of NMi UK Holdco Limited which are available from Suite 1, 7th Floor, 50 Broadway, London, SW1H 0DB.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company’s sole source of income comprises dividends receivable from its subsidiary undertakings and other investments. In accordance with FRS 102, dividends are recognised as income when the company’s right to receive payment is established, it is probable that the economic benefits associated with the transaction will flow to the company, and the amount of income can be measured reliably.

Dividends declared by subsidiary undertakings or other investments are recognised in the financial statements of the company when the right to receive the dividend has been established, typically when the dividend has been approved by the declaring entity’s shareholders prior to the reporting date.

No dividends were receivable in the current or preceding financial year. Consequently, the company has not recognised any income for either period presented.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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

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

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The directors have included within the cost of investments and in liabilities, deferred consideration payable to the sellers of the companies acquired, amounting to £1,386,841 (2023: £750,000). These are contingent on the subsidiary companies achieving the targets specified in the Share Purchase Agreements. Amounts due within one year of £667,000 (2023: £750,000) are stated at the full amount of the payment. Amounts due after one year of £719,841 (2023: £nil) are calculated at a reasonable probability that the amount will be paid, and discounted to present value.

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

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

Details of the company's subsidiaries at 31 December 2024 are as follows:

The bank loan and loan from group undertaking were both repaid in full on 12 September 2025.

Other creditors are due in accordance with the contract and not repayable by instalments.

The bank loan is secured by fixed and floating charges over the company's assets and contract undertakings. A Group guarantee is in place for all balances outstanding with Investec Bank plc. The interest on the bank loan is 5.0% + Euribor (3 month) per year.

The interest on the loan from group undertakings is 5.5% + Euribor (3 month) per year, and at the balance sheet date was repayable on demand.

The company allotted 3,430,049 (2023: 100) shares of £1 each during the year.

Each share entitles the holder to one vote in any circumstance, to share pari passu in any dividend payment or other distribution, and to participate pari passu in any distribution arising from a winding up of the company. The shares are not redeemable.

On 2 May 2025, the company acquired 100% of the shares and voting interest in Electromagnetic Testing Services Ltd. for a purchase price of GBP 5.3 million, which was financed by an external loan of EUR 5 million as part of the Group's CAR Facility with Investec Bank plc. Deferred consideration of up to £1m is included in the Share Purchase Agreement.

On 12 September 2025, the ultimate parent company NMi UK Holdco Ltd sold 100% of its shares in NMi Topco B.V. and its subsidiaries to Bridgepoint.

NMi Bidco B.V. is the immediate parent undertaking.

The ultimate controlling party was LLCP Europe II SCSp (Fund) (Luxembourg). On 12 September 2025 the ultimate controlling party became Bridgepoint.

NMI UK Holdco Limited was the ultimate parent undertaking and is the smallest and largest group to consolidate the company's financial statements. Copies of NMI UK Holdco Limited financial statements for the year ended 31 December 2024 can be obtained from Suite 1, 7th Floor, 50 Broadway, London, SW1H ODB. On 12 September 2025 the ultimate parent undertaking became TopCo Precise B.V.

Prior year adjustments were necessary to correctly classify the value of investments acquired in the prior year in accordance with FRS 102 s9.26. Intangibles and deferred tax were eliminated as part of these adjustments, as the company has taken exemption under s400 of Companies Act from preparing group accounts and therefore does not need to apply business combination accounting.

The net effect of the adjustments was to decrease the net loss by £70,807, and overall impact on profit and loss reserves was a decrease of £15,594.