The director presents the strategic report for the year ended 31 December 2024.

In 2024, Nomios UK&I Group Limited continued to operate as a holding company. In the year, Nomios UK&I Limited, the Company's subsidiary, declared a dividend of £2,000,000. This dividend was subsequently settled by Nomios UK&I Holding Limited, the Company's parent following the assignment of the debtor to this entity by management resolution in December 2025. This debtor was used to partially offset the creditor owed by the Company to its parent following the declaration of a dividend declared in excess of distributable reserves for the same amount. The Holding activities of Nomios' business in the UK were transferred to Nomios UK&I Holding Limited in late 2024 and the intention is for the Company to cease in early 2026.

As the Company is a holding company, there is little to no direct impact or influence from external political and economic conditions on the entity. It is management's intention to liquidate the company in early 2026.

In accordance with Section 172 of the Companies Act 2006, the Directors confirm that throughout the year ended 31 December 2024, they have acted in good faith. In doing so, they have had regard to the interests of stakeholders and the matters set out in Section 172(1)(a) to (f).

Key Performance Indicators

As a holding company, there are no suitable key performance indicators on which the company is judged.

Likely Future Developments

Management expect to liquidate the company in early 2026. Nevertheless, during 2024, the Board remained focused on building a sustainable, scalable cybersecurity business in the UK, providing solutions via its subsidiary operating company Nomios UK&I Limited.

Employees and Culture

The Directors firmly believe that the Group's success depends on its people. In 2024, the Group continued to invest in creating a safe, inclusive, and high-performing work environment aligned with its “People-First” values and Group-wide commitments.

Key highlights in the UK include:

• Recognition as one of the UK’s Best Workplaces™ for the third consecutive year, ranking in the top 10 for medium-sized businesses. The Group also placed in the top 10 for employee development and top 20 for wellbeing.

• Commitment to health and safety, with one-third of staff trained across the Group Emergency First Aid, defibrillators and epinephrine autoinjectors onsite, and annual H&S training for all staff.

• Continued investment in employee development, including technical certifications, online learning platforms, leadership training (e.g., Covey’s “7 Habits”), and DISC profiling to foster team collaboration.

• Expansion of SOC (security operations centre)/NOC (network operations centre) teams to meet growing customer demand and enhance service delivery.

• Strong focus on internal communication through monthly all-hands meetings, regular 1:1s, and leadership updates.

The Group actively promotes equality, diversity, and inclusion. It adheres to the Nomios Group Code of Conduct and maintains a UK-specific Equality, Diversity, and Inclusion Policy. Employee feedback is encouraged via regular surveys and through the IDEAs (Inclusivity, Diversity, Equality Advisory) Team, which provides employee voice to senior leadership.

Wellbeing and community engagement were supported through initiatives such as:

• “Self Days” for personal wellbeing

• Access to a mental health support programme

• “Selfless Day” volunteering initiatives aligned with the Group’s ESG agenda

The Board is satisfied that decisions made during 2024 were consistent with its duties under Section 172 and appropriately reflected the interests of group employees and the importance of culture.

Business Relationships: Customers and Suppliers

The Company is a holding company. Business relationships largely extend through Nomios UK&I Limited, which has maintained strong, long-standing relationships with clients and suppliers. In 2024, Nomios UK&I Limited successfully delivered several large-scale cybersecurity projects using technologies from key partners such as Netskope and Fortinet. Nomios UK&I Limited also secured its first OT-focused engagement (operational technology) in the UK, demonstrating growing trust in its evolving capabilities.

Vendor relationships are carefully managed based on technical alignment, quality of service, and strategic fit. Regular reviews and collaborative go-to-market planning ensure that partnerships remain productive and mutually beneficial.

Community and Environment

The Board recognises its responsibility to operate sustainably and to contribute positively to the communities in which it operates.

While not currently subject to standalone ESG reporting, Nomios UK&I Group Limited provides data to the Nomios Group (headquartered in France), which reports non-financial information under applicable EU and French ESG regulations.

Energy and Carbon Reporting

In accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements, information on the Group’s greenhouse gas emissions, energy consumption and energy efficiency actions is disclosed in the Energy and Carbon Reporting section of the Financial Statements of Nomios UK&I Limited. These statements are publicly available and provide a comprehensive overview of the Group’s environmental impact in the UK and measures taken to improve energy efficiency. The individual standalone company does not require disclosure on the grounds that UK energy consumption for the company is below 40,000 kWh.

High Standards of Business Conduct

The Group upholds the highest standards of integrity and ethical behaviour. All employees and Directors adhere to the Nomios Group Code of Business Conduct and Ethics, covering anti-corruption, confidentiality, and regulatory compliance.

Robust financial and compliance controls are embedded across operations.

Capital Providers

The Company maintains close communication with Group Finance and Shareholders, ensuring governance is aligned on key matters such as dividends, capital investment, and working capital.

A dividend of £2,000,000 was declared in 2024 by Nomios UK&I Limited to Nomios UK&I Group Limited, based on audited financial results. Dividends were subsequently settled by Nomios UK&I Holdings Limited, Nomios UK&I Group Limited's direct parent following the assignment of the inter company debtor due to Nomios UK&I Group Limited to Nomios UK&I Holdings Limited in December 2025. The debtor therefore offset the creditor balance due to Nomios UK&I Holding Limited.

On behalf of the board

The directors present their report and the audited 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.

In the year, Nomios UK&I Limited, the Company's subsidiary, declared a dividend of £2,000,000. This dividend was subsequently settled by Nomios UK&I Holding Limited, the Company's parent following the assignment of the debtor to this entity by management resolution in December 2025. All other activities within the Company were limited and the intention is for the Company to cease trading in early 2026.

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

In the normal course of business, no use is made of financial derivatives. For the explanation of primary financial instruments, reference is made to the specific item-by-item explanation. Details on the accounting of financial instruments are provided in the accounting policies under 1.4 Financial instruments.

The Company is a part of an international group of companies under common control (the “Nomios Group”) which has a meaningful amount of available cash on the balance sheet as well as immediate liquidity facilities (RCF) amounting to 50 million of euros (fully undrawn as at 31 December 2024). The management ensures that the cash position as well as the access to the RCF are sufficient to meet the Company’s financial obligations.

The Company is a holding company. Transactions in foreign currencies are assessed on an ongoing basis to minimise the related currency risk.

The Company is a holding company and does not have significant concentrations of credit risk.

The Company intends to cease trade within early 2026. In addition, following the dividend declared in 2024 in excess of distributable reserves, in order to rectify this and in light of the expected liquidation, management proceeded to the assignment of the debtor due from Nomios UK&I Limited against the creditor due to Nomios UK&I Holding Limited in December 2025.

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

The director is 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. He is 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.

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.

In our opinion the financial statements of Nomios UK&I Group Limited (the ‘company’):

• 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, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

• the statement of income and retained earnings;

• the balance sheet;

• the statement of changes in equity;

• the statement of accounting policies; and

• the related notes 1 to 13.

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).

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 Financial Reporting Council’s (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 matters - Financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the notes financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in. Note 1.2. Our opinion is not modified in respect of this matter.

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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. This included UK Companies Act, tax legislation; and

• 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.

We discussed among the audit engagement team relevant internal specialists such as tax, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

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

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

• enquiring of management, legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

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

• the strategic and 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 any material misstatements in the strategic and directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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.

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

The notes on pages 12 to 17 form part of these financial statements.

The notes on pages 12 to 17 form part of these financial statements.

Nomios UK&I Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is at 2 Elmwood, Chineham Park, Basingstoke, Hampshire, RG24 8WG.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 pound.

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

The company has taken advantage of the exemption under section 401 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.

The financial information of the company is included in the consolidated financial statements of Keenos I SAS.

Due to the intended cessation of trade in early 2026, the company is no longer considered a going concern. Remaining assets and liabilities will be novated and/or distributed to group undertakings in the next 12 months. Appropriate adjustments have been made to assets to reflect their realisable value and for any expected liabilities. These accounts have been prepared on the basis of other than a going concern.true

Interests in subsidiaries, associates and jointly controlled entities 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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 amounts due from connected companies, 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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 and loans from fellow group companies, 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 receipts 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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

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

The Ordinary A and Ordinary B Shares carry full voting rights, full dividends rights, full entitlement on a capital distribution and the company is entitled to buy back the shares. The Ordinary C Shares carry no voting rights and dividend rights from 1 January 2019 onwards.

The company is owed dividend income from Nomios UK&I Limited, a wholly owned subsidiary undertaking. The balance owed by Nomios UK&I Limited as at 31 December 2024 amounted to £2,000,000 (2023: £Nil). In addition, following the dividend declared in excess of distributable reserves in 2024, in order to rectify this and in light of the expected liquidation, management proceeded to the assignment of the debtor due from Nomios UK&I Limited against the creditor due to Nomios UK&I Holding Limited in December 2025.

The company has made financial arrangements with Nomios Group B.V., until October 2024 the immediate parent undertaking and after that a fellow group undertaking. The balance owed as at 31 December 2024 amounted to £24,195 (2023: £24,195).

In October 2024, Nomios UK&I Group Ltd became wholly owned by Nomios UK&I Holdings Ltd as part of an internal group restructuring

The Company is part of a Group with Keenos I SAS, incorporated in France, as ultimate parent. The financial information of the Company is included in the consolidated financial statements of Keenos I SAS. These consolidated financial statements are filed with, and available from, the "Greffe du Tribunal de Commerce" in France.

The ultimate controlling party is sufficiently widespread for there to be no individual controlling party.

Nomios UK&I Limited declared a dividend of £2,000,000 to the Company with a dividend of the same amount being declared to Nomios UK&I Group Limited’s parent company. The dividends declared were in excess of distributable profits and therefore in contravention of the Companies Act 2006. In order to rectify this and in light of the expected liquidation of the Company in 2026, management proceeded to the assignment of the debtor due from Nomios UK&I Limited against the creditor due to Nomios UK&I Holding Limited in December 2025. After assignment, management offset the inter company debtor due as of October 31, 2025 against the inter company payable owed with the shortfall of £25,894 being credited to Profit & Loss reserves and waived by Nomios UK&I Group Limited. At the same time, the ordinary share capital was increased by £2 via the issue of 200 ordinary shares with a nominal value of £0.01 followed by a decrease in ordinary share capital of £100. The share premium account was also transferred to distributable reserves leaving a net equity balance of £2 in anticipation of the liquidation in 2026.