Company registration number 07366355 (England and Wales)
NIMBUS HOSTING LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NIMBUS HOSTING LTD.
COMPANY INFORMATION
Directors
Mr David Spellenberg
Mr Sebastian De Lemos
Company number
07366355
Registered office
Evolution House
Iceni Court
Delft Way
Norwich
Norfolk
England
NR6 6BB
Auditor
TC Group
4 Office Village
Forder Way
Cygnet Park
Hampton
Peterborough
Cambridgeshire
PE7 8GX
NIMBUS HOSTING LTD.
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Income statement
6
Statement of comprehensive income
7
Statement of financial position
8 - 9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 26
NIMBUS HOSTING LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of data processing, hosting and related activities.

Results and dividends

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr David Spellenberg
Mr Sebastian De Lemos
Auditor

TC Group 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.

Statement of directors' responsibilities

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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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.

NIMBUS HOSTING LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

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

- the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Small companies exemption

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

On behalf of the board
Mr Sebastian De Lemos
Director
5 May 2026
NIMBUS HOSTING LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NIMBUS HOSTING LTD.
- 3 -
Opinion

We have audited the financial statements of Nimbus Hosting Ltd. (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows 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 UK adopted international accounting standards.

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with UK adopted international accounting standards; 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.

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 directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

NIMBUS HOSTING LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NIMBUS HOSTING LTD. (CONTINUED)
- 4 -
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 identifie d material misstatements in the directors' r eport.

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' r esponsibilities s tatement, 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.

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

Extent to which the audit was conisdered capabale of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (UK adopted International Accounting Standards and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-​compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

NIMBUS HOSTING LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NIMBUS HOSTING LTD. (CONTINUED)
- 5 -

Based on this understanding we designed our audit procedures to identify non-​compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-​compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-​compliance and cannot be expected to detect non-​compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://​www.frc.org.uk/​Our-​Work/​Audit/​Audit-​and-​assurance/​Standards-​and-​guidance/​Standards-​and-​guidance-​for-​auditors/​Auditors-​responsibilities-​for-​audit/​Description-​of-​auditors-​responsibilities-​for-​audit.aspx. This description forms part of our auditor’s report.

Use of our report

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

John Grant (Senior Statutory Auditor)
For and on behalf of TC Group
Office: Peterborough
5 May 2026
NIMBUS HOSTING LTD.
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Year
Period
ended
ended
31 December
31 December
2025
2024
Notes
£
£
Revenue
2
2,385,704
1,693,755
Cost of sales
(159,050)
(116,957)
Gross profit
2,226,654
1,576,798
Other operating income
-
742
Administrative expenses
(1,133,097)
(1,960,787)
Exceptional items
3
(1,563,631)
-
0
Operating loss
4
(470,074)
(383,247)
Investment revenues
7
57,686
18,788
Finance costs
8
(7,543)
(3,931)
Loss before taxation
(419,931)
(368,390)
Income tax income
9
60,552
38,481
Loss for the year
(359,379)
(329,909)
NIMBUS HOSTING LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Year
Period
ended
ended
31 December
31 December
2025
2024
£
£
Loss for the year
(359,379)
(329,909)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Currency translation differences
126,383
-
0
Total comprehensive income for the year
(232,996)
(329,909)
NIMBUS HOSTING LTD.
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
Non-current assets
Goodwill
11
6,200
6,200
Intangible assets
11
27,655
27,655
Property, plant and equipment
12
13,261
255,295
47,116
289,150
Current assets
Trade and other receivables
13
51,326
217,691
Current tax recoverable
3,019
-
0
Cash and cash equivalents
103,284
127,661
157,629
345,352
Current liabilities
Trade and other payables
16
123,772
88,740
Current tax liabilities
-
0
39,664
Lease liabilities
17
10,197
26,976
Deferred revenue
19
249,810
286,063
383,779
441,443
Net current liabilities
(226,150)
(96,091)
Non-current liabilities
Borrowings
15
-
0
102,221
Lease liabilities
17
4,142
8,639
Deferred tax liabilities
18
3,315
63,824
Deferred revenue
19
28,130
-
0
35,587
174,684
Net (liabilities)/assets
(214,621)
18,375
Equity
Called up share capital
21
250,001
250,001
Retained earnings
(464,622)
(231,626)
Total equity
(214,621)
18,375
NIMBUS HOSTING LTD.
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 5 May 2026 and are signed on its behalf by:
Mr Sebastian De Lemos
Director
Company registration number 07366355 (England and Wales)
NIMBUS HOSTING LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 May 2024
250,001
881,027
1,131,028
Period ended 31 December 2024:
Loss and total comprehensive income
-
(329,909)
(329,909)
Transactions with owners:
Dividends
10
-
(782,744)
(782,744)
Balance at 31 December 2024
250,001
(231,626)
18,375
Year ended 31 December 2025:
Loss
-
(359,379)
(359,379)
Other comprehensive income:
Currency translation differences
-
126,383
126,383
Total comprehensive income
-
(232,996)
(232,996)
Balance at 31 December 2025
250,001
(464,622)
(214,621)
NIMBUS HOSTING LTD.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
91,617
(495,262)
Interest paid
(7,543)
(3,931)
Income taxes paid
(42,640)
-
0
Net cash inflow/(outflow) from operating activities
41,434
(499,193)
Investing activities
Purchase of property, plant and equipment
-
0
(20,437)
Proceeds from disposal of property, plant and equipment
-
52,001
Interest received
57,686
18,788
Net cash generated from investing activities
57,686
50,352
Financing activities
Repayment of borrowings
(102,221)
102,221
Payment of lease liabilities
(21,276)
(16,107)
Dividends paid
-
0
(782,744)
Net cash used in financing activities
(123,497)
(696,630)
Net decrease in cash and cash equivalents
(24,377)
(1,145,471)
Cash and cash equivalents at beginning of year
127,661
1,273,132
Cash and cash equivalents at end of year
103,284
127,661
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

Nimbus Hosting Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is Evolution House, Iceni Court, Delft Way, Norwich, Norfolk, England, NR6 6BB. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Reporting period

For the prior year, the company shortened its accounting reference period from 30 April 2025 to 31 December 2024. As a result, the comparative figures in these financial statements cover a period of 8 months, from 1 May 2024 to 31 December 2024, rather than the standard 12 months.

The change was made to align the company's financial year-end with other companies in the group for reporting purposes.

The figures for the current year relate to the full 12 month period ended 31 December 2025 and are therefore not directly comparable with the prior reporting period.

1.2
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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 £.

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

1.3
Going concern

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

1.4
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

- Domain registrations

- Web hosting

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Domain registrations

Revenue from domain registrations is recognised over time when the registration is successfully completed and control of the domain service is transferred to the customer. Where domain registrations span multiple periods, revenue is deferred and recognised on a straight-line basis over the registration period (typically 12 months), reflecting the ongoing obligation to maintain the registration.

Web hosting

Revenue from web hosting is recognised over time, typically on a straight-line basis over the term of the hosting agreement, which reflects the customer’s ongoing access to the hosting services. The Group considers web hosting to be a distinct performance obligation satisfied evenly over the service period

1.5
Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

1.6
Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.

1.7
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Freehold property
Fully depreciated
Computer equipment
25% straight line
Motor vehicles
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.8
Impairment of tangible and intangible assets

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

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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

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

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

1.9
Cash and cash equivalents

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

1.10
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.11
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.12
Equity instruments

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

1.13
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.

1.14
Employee benefits

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

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

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

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.15
Retirement benefits

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

1.16
Leases
As lessee

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is re assessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

2
Revenue
2025
2024
£
£
Revenue analysed by class of business
Domain registration and Miscellaneous
59,054
96,319
Web Hosting
2,326,649
1,597,436
2,385,704
1,693,755
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
3
Exceptional items
2025
2024
£
£
Expenditure
Exceptional items
1,563,631
-

For the year ended 31 December 2025, the company agreed a debt waiver with WHG Hosting Services Ltd, a related party under common control. This has been presented as an exceptional item within the financial statements to clearly reflect the nature and significance of the transaction.

4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(4,382)
(7,975)
Depreciation of property, plant and equipment
100,586
127,605
Loss on disposal of property, plant and equipment
141,446
20,207
5
Employees

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

2025
2024
Number
Number
Total
0
19

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
-
0
835,231
Social security costs
-
30,626
Pension costs
-
0
26,943
-
0
892,800
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
-
0
342,095
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Directors' remuneration
(Continued)
- 19 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
-
188,548
Company pension contributions to defined contribution schemes
-
7,451
7
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
-
0
18,788
Other interest income on financial assets
57,686
-
0
Total interest revenue
57,686
18,788
Income above relates to assets held at amortised cost, unless stated otherwise.
8
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
-
197
Interest on lease liabilities
1,265
1,513
Other interest payable
6,278
2,221
Total interest expense
7,543
3,931
9
Income tax expense
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(3,019)
Adjustments in respect of prior periods
(43)
-
0
Total UK current tax
(43)
(3,019)
Deferred tax
Origination and reversal of temporary differences
(60,509)
(35,462)
Total tax (credit)
(60,552)
(38,481)
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Income tax expense
(Continued)
- 20 -

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(419,931)
(368,390)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(104,983)
(92,098)
Effect of expenses not deductible in determining taxable profit
413,734
39,740
Group relief
(366,353)
-
0
Permanent capital allowances in excess of depreciation
(2,907)
30,170
Under/(over) provided in prior years
(43)
-
0
Utilised tax losses
-
0
(16,293)
Taxation credit for the year
(60,552)
(38,481)
10
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary shares
Interim dividend paid
-
3.13
-
0
782,744
11
Intangible assets
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 May 2024
6,200
27,655
33,855
At 31 December 2024
6,200
27,655
33,855
At 31 December 2025
6,200
27,655
33,855
Carrying amount
At 31 December 2025
6,200
27,655
33,855
At 31 December 2024
6,200
27,655
33,855
At 30 April 2024
6,200
27,655
33,855
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
12
Property, plant and equipment
Freehold property
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 May 2024
13,400
114,275
1,963,035
204,392
2,295,102
Additions
-
0
-
0
20,437
-
0
20,437
Disposals
-
0
(114,275)
(2,044)
(118,247)
(234,566)
At 31 December 2024
13,400
-
0
1,981,428
86,145
2,080,973
Disposals
(13,400)
-
0
(1,981,428)
-
0
(1,994,828)
At 31 December 2025
-
0
-
0
-
0
86,145
86,145
Accumulated depreciation and impairment
At 1 May 2024
13,400
91,500
1,658,837
96,694
1,860,431
Charge for the year
-
0
6,213
100,456
20,936
127,605
Eliminated on disposal
-
0
(97,713)
(36)
(64,609)
(162,358)
At 31 December 2024
13,400
-
0
1,759,257
53,021
1,825,678
Charge for the year
-
0
-
0
80,723
19,863
100,586
Eliminated on disposal
(13,400)
-
0
(1,839,980)
-
0
(1,853,380)
At 31 December 2025
-
0
-
0
-
0
72,884
72,884
Carrying amount
At 31 December 2025
-
-
-
13,261
13,261
At 31 December 2024
-
-
222,171
33,124
255,295
13
Trade and other receivables
2025
2024
£
£
Trade receivables
24,882
-
0
Provision for bad and doubtful debts
-
0
3,477
24,882
3,477
Amounts owed by related parties
-
0
174,344
Other receivables
10,840
10,338
Prepayments
15,604
29,532
51,326
217,691
14
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Trade receivables - credit risk
(Continued)
- 22 -

No significant receivable balances are impaired at the reporting end date.

Movement in the allowances for impairment of trade receivables
2025
2024
£
£
Balance at 1 January 2025 and at 31 December 2025
-
(3,477)
15
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Loans from related parties
-
102,221

16
Trade and other payables
2025
2024
£
£
Trade payables
13,509
14,904
Amounts owed to related parties
37,172
-
0
Accruals
10,209
13,446
Social security and other taxation
56,900
50,132
Other payables
5,982
10,258
123,772
88,740
17
Lease liabilities
2025
2024
Maturity analysis
£
£
Within one year
10,648
22,541
In two to five years
4,204
14,851
Total undiscounted liabilities
14,852
37,392
Future finance charges and other adjustments
(513)
(1,777)
Lease liabilities in the financial statements
14,339
35,615
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
17
Lease liabilities
(Continued)
- 23 -

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
10,197
26,976
Non-current liabilities
4,142
8,639
14,339
35,615
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
1,265
1,513

The fair value of the company's lease obligations is approximately equal to their carrying amount.

18
Deferred taxation
Liabilities
2025
2024
£
£
Deferred tax balances
3,315
63,824

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Accelerated capital allowances
£
Liability at 1 May 2024
99,286
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(35,462)
Liability at 1 January 2025
63,824
Deferred tax movements in current year
Charge/(credit) to profit or loss
60,509
Liability at 31 December 2025
3,315
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
19
Deferred revenue
2025
2024
£
£
Total
277,940
286,063

Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
249,810
286,063
Non-current liabilities
28,130
-
0
277,940
286,063
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
-
26,943

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

21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
250,001
250,001
250,001
250,001
22
Capital risk management

The company is not subject to any externally imposed capital requirements.

NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
23
Related party transactions

Amounts Due from Related Parties

At the reporting date, the Company was owed £NIL (2024: £194,292) from WHG Hosting Services Ltd, a related party under common control. Both the Company and WHG Hosting Services Ltd are ultimately controlled by Hosting Group TopCo S.à r.l.

T he amount outstanding is: Unsecured, N on-interest-bearing, r epayable on demand.

Amounts Due to Related Parties

At the reporting date, the Company owed the following amounts to related parties:

WHG Hosting Services Ltd £16,727 (2024: £NIL)

Hosting.com UK Services Ltd £1,044 (2024: £102,220)

Hosting Holding Germany BidCo GmbH £8,386 (2024: £NIL)

PT World Host Group £6,144 (2024: £NIL)

World Host GroupBG EOOD £4,679 (2024: £3,449)

World Host Group GmbH £NIL (2024: £14,683)

World Host Group PH Inc. £192 (2024: £NIL)

All entities are ultimately controlled by Hosting Group TopCo S.à r.l.

T he amount s outstanding are: Unsecured, N on-interest-bearing, r epayable over 1 year.

No guarantees have been given or received in respect of this balance, and no provisions for doubtful debts have been recogni s ed.

24
Cash generated from/(absorbed by) operations
2025
2024
£
£
Loss for the year before taxation
(419,931)
(368,390)
Adjustments for:
Finance costs
7,543
3,931
Investment income
(57,686)
(18,788)
Currency translation movement
126,383
-
Loss on disposal of property, plant and equipment
141,446
20,207
Depreciation and impairment of property, plant and equipment
100,586
127,605
Movements in working capital:
Decrease/(increase) in trade and other receivables
166,367
(99,655)
Increase/(decrease) in trade and other payables
35,032
(130,199)
Decrease in deferred revenue outstanding
(8,123)
(29,973)
Cash generated from/(absorbed by) operations
91,617
(495,262)
NIMBUS HOSTING LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
25
Analysis of changes in net funds/(debt)
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
127,661
(24,377)
103,284
Borrowings excluding overdrafts
(102,221)
102,221
-
Lease liabilities
(35,615)
21,276
(14,339)
(10,175)
99,120
88,945
1 May 2024
Cash flows
31 December 2024
Prior year:
£
£
£
Cash at bank and in hand
1,273,132
(1,145,471)
127,661
Borrowings excluding overdrafts
-
(102,221)
(102,221)
Lease liabilities
(51,722)
16,107
(35,615)
1,221,410
(1,231,585)
(10,175)
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