Company registration number 10344956 (England and Wales)
NUAWARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NUAWARE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 20
NUAWARE LIMITED
COMPANY INFORMATION
Directors
J Trolle
N Buhnemann
Company number
10344956
Registered office
C/o Rodliffe Accounting Ltd
1 Canada Square
37th Floor
Canary Wharf
London
E14 5AA
Auditor
Azets Audit Services Limited
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
NUAWARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Fair review of the business

In the year ended December 2025, the company faced a challenging software market which affected performance and led to a reduction in r evenue and EBITDA. The Directors are optimistic that the software market will rebound and revenue will improve as the company launches new sales services and go to market messaging which will future proof the business.

Revenue Analysis

Gross revenue for the period fell by 26% to £54.0m, a decline from £68.0m in the previous year. The decline in performance reflects a material softening in the global software market which continued to experience reduced enterprise spending and longer purchasing cycles across several regions. In addition, the company sold some of its services through its sister company within the Exclusive Networks Group (Exclusive USA Inc), as part of a process designed to streamline trading processes with North America Vendors. This facilitates smoother customer interactions within the region and supports the Group’s broader strategy for servicing its international client base.

Despite the challenging trading backdrop, the overall financial position of the company remains strong. As at 31 December 2025, the Group held £4.8m (FY24: £12.0m) in a centrally managed cash pool, providing a solid liquidity base to support operational needs and strategic initiatives.

Looking ahead, the Group Exclusive Networks enters the next financial year with a healthy and well‑qualified pipeline of opportunities, supported by renewed customer engagement, a stabilising market outlook, and continued demand for cybersecurity and software‑related solutions. The directors remains confident that the company is well positioned to benefit from anticipated improvements in market conditions, supported by its strong customer relationships, and ongoing strategic initiatives to commercial performance.

NUAWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

Risks and threats relate to the dynamic nature of the clients we work with. Our ability to make profit is affected by market changes and maturing of the clients we work with, alongside this, we work in an acquisitive market with a key client takeover a possibility. The directors manage risks in a variety of ways including launching Nuaware driven sales services which are immune to the above market changes, driving partner lead software sales which are protected to a greater deal from the above-mentioned market risks and by constantly broadening and refreshing our portfolio of clients. The directors believe that the Company continues to perform well and as such is well protected for long term growth. The Company carefully managed uncertainties by taking action to ensure we continue to deliver for our customers to a high quality and standard, whilst ensuring the physical and mental wellbeing of our staff remained of paramount importance. The measures put in place to protect our team and business is to offer services which are highly attractive during a market downturn. As our clients reduce headcount they need to achieve the same goals with less OPEX, we offer a solution to that. Currency risk A significant proportion of the Company’s purchases are made in US Dollars, thereby exposing the Company to currency risk. To mitigate this as much as possible the company looks to operate where possible in back-​to-​back currency deals. The company also operates multi-​currency bank accounts that are utilized to avoid fx changes. In addition, quotes have limited validity to enable a response to price changes, and large value quotes have currency fluctuations agreements built-​in or are only available to the customer to buy in the acquisition currency. Into the following financial year, the company anticipates hedging to be facilitated at a local level to mitigate risks further. Liquidity and Cashflow Risk Liquidity and cashflow risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company aims to mitigate liquidity risk by managing cash generation by its operations, ensuring that there is not significant disparity between the credit terms offered and received, and through vigilant credit control processes. The Company also has a short-​term credit facility available to it which can be called immediately if required. As well as all the forementioned facilities the group holding company has a cash pooling system which would look to support on any specific requirement. Future developments The Company will continue to work with its vendors and its partners to find opportunities for mutual growth and ongoing success. The Company will continue to identify new and emerging technology solutions that will benefit our existing and prospective partner base. Looking ahead, the Board is considering the potential integration of the Company with a sister entity within the Exclusive Networks S.A. Group during the next financial year. This proposal is currently under review and remains subject to the appropriate internal approvals and governance processes.

NUAWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
S172(1) Statement

The Directors of the Company include two directors of Exclusive Networks S.A, the CEO and the CFO of the ultimate holding company, Exclusive Networks S.A. The senior management of Exclusive Networks S.A, have set out further specific guidelines for the company to follow, and where a strategic or commercial decision is outside of these bounds, approval is required to ensure that it is in complete interest of the shareholders, employees and clients of the company. The company holds regular meetings with staff and produces an internal company newsletter to ensure that staff are informed of matters affecting them as employees and on various factors affecting the performance of the company. An annual staff survey is held in order to collect employee’s feedback. The company work very closely with its customers and suppliers in order to provide a high value service. This has been reflected in the strength of relationships that have been developed and the continued and sustained growth of the business. Naturally as a distributor of cybersecurity products, the company is facilitating the safety of computer networking and enabling a defence against cyberattacks. Cyber-attacks have the potential to inflict significant damage to individuals, companies, communities and the environment, whilst there is a global trend moving towards increased reliance upon technology. Cybersecurity products help to bridge that gap, reduce these stakeholder’s exposure to the risks posed and enable the continued development that increased technology affords. The Directors seek to maintain high standards of business conduct at all times and are guided by the companies’ internal audit, internal compliance departments with regular audits and assessments. As well as the production and distribution of country manuals and compliance procedures that apply to all entities within the Exclusive Networks S.A.

On behalf of the board

J Trolle
Director
17 June 2026
NUAWARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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 a software distributor.

Results and dividends

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

A dividend of £9,799,034 was paid by the directors during the year, with £3,745,945 relating to the year ended 31 December 2024 and the remainder relating to and declared during the year ended 31 December 2025. Subsequent to the year‑end, and up to the date the financial statements were authorised for issue, no additional dividends have been declared or proposed.

Directors

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

J Trolle
N Buhnemann
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

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.

On behalf of the board
J Trolle
Director
17 June 2026
NUAWARE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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;

- 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 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.

NUAWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NUAWARE LIMITED
- 6 -
Opinion

We have audited the financial statements of Nuaware Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, 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 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 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 strategic report and the directors' r eport 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.

NUAWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUAWARE LIMITED
- 7 -
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 strategic report or 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

- 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.

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.

NUAWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUAWARE LIMITED
- 8 -

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

David Lawrence BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited
22 June 2026
Chartered Accountants
Statutory Auditor
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
NUAWARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
53,942,958
68,010,990
Cost of sales
(49,960,547)
(62,929,901)
Gross profit
3,982,411
5,081,089
Administrative expenses
(2,668,454)
(3,077,402)
Other operating income
397,350
400,493
Operating profit
4
1,711,307
2,404,180
Interest receivable and similar income
7
319,487
578,381
Interest payable and similar expenses
8
(22,525)
(143,403)
Profit before taxation
2,008,269
2,839,158
Tax on profit
9
(503,697)
(763,743)
Profit for the financial year
1,504,572
2,075,415

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

NUAWARE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
11
18,412
-
0
Tangible assets
12
2,073
6,659
20,485
6,659
Current assets
Debtors
13
26,353,728
37,226,641
Creditors: amounts falling due within one year
14
(24,869,541)
(27,434,166)
Net current assets
1,484,187
9,792,475
Net assets
1,504,672
9,799,134
Capital and reserves
Called up share capital
16
100
100
Profit and loss reserves
1,504,572
9,799,034
Total equity
1,504,672
9,799,134
The financial statements were approved by the board of directors and authorised for issue on 17 June 2026 and are signed on its behalf by:
J Trolle
Director
Company registration number 10344956 (England and Wales)
NUAWARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
100
7,723,619
7,723,719
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,075,415
2,075,415
Balance at 31 December 2024
100
9,799,034
9,799,134
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,504,572
1,504,572
Dividends
10
-
(9,799,034)
(9,799,034)
Balance at 31 December 2025
100
1,504,572
1,504,672
NUAWARE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
18
10,104,793
(10,309,576)
Interest paid
(22,525)
(143,403)
Income taxes paid
(581,339)
(409,986)
Net cash inflow/(outflow) from operating activities
9,500,929
(10,862,965)
Investing activities
Purchase of intangible assets
(21,382)
-
0
Purchase of tangible fixed assets
-
0
(9,173)
Group cash pool withdrawals/(deposits)
-
0
9,400,342
Interest received
319,487
578,381
Net cash generated from investing activities
298,105
9,969,550
Financing activities
Dividends paid
(9,799,034)
-
0
Net cash used in financing activities
(9,799,034)
-
Net decrease in cash and cash equivalents
-
0
(893,415)
Cash and cash equivalents at beginning of year
-
0
893,415
Cash and cash equivalents at end of year
-
0
-
0
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Nuaware Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/o Rodliffe Accounting Ltd, 1 Canada Square, 37th Floor, Canary Wharf, London, E14 5AA.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

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

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the 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.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

1.4
Intangible fixed assets other than goodwill

Intangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of amortisation and any impairment losses.

Amortisation 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:

Software
3 years straight line
1.5
Tangible fixed assets

Tangible fixed assets 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:

Computers
2 years straight line
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

Other financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Other financial liabilities

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 s ubsequently 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 th r ough 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.

1.7
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 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.

NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

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.

2
Judgements and key sources of estimation uncertainty

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.

There have been no significant judgements or estimates in the preperation of these financial statements.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales
53,942,958
68,010,990
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
14,703,318
19,677,219
Europe
28,339,798
30,886,167
Rest of world
10,899,842
17,447,604
53,942,958
68,010,990
2025
2024
£
£
Other revenue
Interest income
319,487
578,381
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
173,656
96,263
Depreciation of owned tangible fixed assets
4,586
2,739
Amortisation of intangible assets
2,970
-
Operating lease charges
-
2,837
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
14,250
13,500
6
Employees

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

2025
2024
Number
Number
Staff
8
8
Directors
2
2
Total
10
10

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,107,997
1,348,566
Social security costs
64,298
84,538
Pension costs
8,722
8,846
1,181,017
1,441,950

The directors of the company are not remunerated through the company, instead receiving their remuneration from another company in the group.

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
319,487
578,381
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Interest receivable and similar income
(Continued)
- 17 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
319,487
578,381
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
21,917
128,972
Other finance costs:
Other interest
608
14,431
22,525
143,403
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
503,697
763,743

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

2025
2024
£
£
Profit before taxation
2,008,269
2,839,158
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
502,067
709,790
Tax effect of expenses that are not deductible in determining taxable profit
1,630
17,686
Permanent capital allowances in excess of depreciation
-
0
2,293
Miscellaneous Deductions
-
0
33,974
Taxation charge for the year
503,697
763,743
10
Dividends
2025
2024
£
£
Interim paid
9,799,034
-
0
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
11
Intangible fixed assets
Software
£
Cost
At 1 January 2025
-
0
Additions
21,382
At 31 December 2025
21,382
Amortisation and impairment
At 1 January 2025
-
0
Amortisation charged for the year
2,970
At 31 December 2025
2,970
Carrying amount
At 31 December 2025
18,412
At 31 December 2024
-
0

Amortisation is included within administrative expenses.

12
Tangible fixed assets
Computers
£
Cost
At 1 January 2025 and 31 December 2025
16,727
Depreciation and impairment
At 1 January 2025
10,068
Depreciation charged in the year
4,586
At 31 December 2025
14,654
Carrying amount
At 31 December 2025
2,073
At 31 December 2024
6,659
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
13
Debtors
2025
2024
as restated
Amounts falling due within one year:
£
£
Trade debtors
20,185,427
24,202,827
Amounts owed by group undertakings
5,948,257
12,814,841
Prepayments and accrued income
220,044
208,973
26,353,728
37,226,641

Cash pooling balances held within a group company have been restated from fixed asset investments to amounts owed by group undertakings. The directors believe that this better reflects the commercial substance of the balances.

14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
19,222,346
21,780,443
Amounts owed to group undertakings
96,244
192,855
Corporation tax
237,323
314,965
Other taxation and social security
233,569
291,829
Other creditors
34,871
35,835
Accruals and deferred income
5,045,188
4,818,239
24,869,541
27,434,166
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
8,722
8,846

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.

16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100
100
100
100
NUAWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
17
Ultimate controlling party

The immediate parent company is Exclusive Networks Limited, which is incorporated in the United Kingdom. The registered office is Alresford House, Mill Lane, Alton, Hampshire, GU34 2QJ.

The ultimate parent company and controlling party of Nuaware Limited is considered by the directors to be Exclusive Networks S.A., a company incorporated in France. A copy of the group financial statements is available from Exclusive Networks S.A. at the address below:

Immeuble Arc de Seine

20 quai du Point du Jour

92100 Boulogne-Billancourt

France

During March 2025, the ultimate parent company was acquired by Clayton, Dubilier & Rice LLC.

18
Cash generated from/(absorbed by) operations
2025
2024
£
£
Profit after taxation
1,504,572
2,075,415
Adjustments for:
Taxation charged
503,697
763,743
Finance costs
22,525
143,403
Investment income
(319,487)
(578,381)
Amortisation and impairment of intangible assets
2,970
-
0
Depreciation and impairment of tangible fixed assets
4,586
2,739
Movements in working capital:
Decrease/(increase) in debtors
10,872,913
(19,604,983)
(Decrease)/increase in creditors
(2,486,983)
6,888,488
Cash generated from/(absorbed by) operations
10,104,793
(10,309,576)
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