REGISTERED NUMBER: 13042725 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

MANAGED IT SERVICES GROUP LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

M D Allen

J C F Keay

P J Smith

A A Thirkill

W J Martin

REGISTERED OFFICE:

30 - 32 Hanover House

Charlotte Street

Manchester

M1 4FD

REGISTERED NUMBER:

13042725 (England and Wales)

AUDITORS:

Goldwyns Limited

Statutory Auditors and Chartered Accountants

1 Nelson Mews

Southend on Sea

Essex

SS1 1AL

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The directors are pleased with the performance of the group for the financial year.

The group has continued its series of acquisitions that includes CSS Group on the last day of 2021, Manchester-based managed services provider, Everything Tech in July 2022, Cardium Outsourcing in March 2024, Codus IT in October 2024 with Sire Technology, Bastion Rock and Bastion Key in February 2025.

The acquisition of Nexstor was completed in April 2026.

Since March 2024, the group has been backed by NatWest for funding, underpinned by directors' loans to power its current aggressive expansion strategy.

The acquisition of Everything Tech saw it become the flagship brand in the group, with Manchester becoming its national headquarters.

These acquisitions now mean the group can offer SMEs a full range of managed services around four distinct specialist units: cloud & remote desktop services, networks & security, voice & contact centre and IT support.

The directors expect additional improvements for the forthcoming year to continue with the growth of both turnover and underlying profitability. With additional investments being made in processes, staff and IT infrastructure, this will put the group in an even stronger position to continue and enhance its service levels to both existing and new customers.

PRINCIPAL RISKS AND UNCERTAINTIES

The company faces a number of risks and uncertainties that could impact operational performance or strategic objectives. The most significant are the following:

Cybersecurity Threats

As an MSP, we are a potential target for cyber-attacks. This risk is mitigated through adherence to ISO 27001 standards, regular penetration testing, staff training and layered security controls.

Talent Retention and Skills Shortage

The technology sector remains highly competitive for skilled personnel. We mitigate this risk through career development pathways, certifications and a hybrid working model to attract and retain talent.

Supply Chain and Vendor Risk

Our services depend on reliable third-party platforms and technologies. We maintain strong relationships with strategic partners and monitor vendor performance to reduce service disruption risk.

Client Retention and Market Demand

There is a risk of reduced demand due to economic uncertainty or shifts in technology needs. Customer retention remains a key focus area, supported by investment in service quality and after-sales support to maintain long-term client relationships.

SECTION 172(1) STATEMENT

The directors have acted in accordance with their duties under Section 172 of the Companies Act 2006, promoting the long-term success of the company for the benefit of its members while having regard to the interests of key stakeholders.

As a managed service provider, we recognise the importance of maintaining strong, long-term relationships with our clients, employees, suppliers and technology partners. Decisions during the year reflected a balance between operational resilience, customer satisfaction and future growth, with continued investment in service quality, cybersecurity and employee development.

PRINCIPAL ACTIVITIES

The company operates as a Managed Service Provider (MSP), delivering outsourced IT services including infrastructure management, cloud hosting, cybersecurity, helpdesk support and strategic IT consultancy. Our service delivery is centred on proactive monitoring, SLA-backed support and a client-focused approach emphasising operational resilience and security.

We primarily serve SMEs and mid-market organisations across sectors such as finance, legal, healthcare and professional services. Revenue is generated mainly through recurring managed service contracts, complemented by project delivery and strategic consultancy services.

Our value proposition is driven by a commitment to uptime, security and service quality, supported by industry certifications including ISO 27001 and ISO 9001. Ongoing investment in automation, employee development and vendor partnerships enables scalable growth and enhances customer satisfaction.

KEY PERFORMANCE INDICATORS

The directors use the following key performance indicators to monitor the performance of the business:

2025

2024

£

£

Turnover

21,739,834

17,040,717

EBITDA

4,547,546

2,011,073

EBITDA is after exceptionals and other one- off costs.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

The company recognises the growing importance of environmental, social and governance (ESG) factors to our stakeholders and long-term sustainability. While our environmental impact is inherently lower due to our digital service model, we are committed to further reducing our carbon footprint and enhancing our positive contribution to society.

Environmental

We are working towards ISO 14001 certification in 2025, with initiatives focused on energy efficiency, waste reduction and responsible procurement. We operate primarily in a hybrid and paperless environment, further reducing environmental impact.

Social

We promote an inclusive workplace culture and invest in staff development through continuous training, industry certifications and wellbeing initiatives. We also support local community programmes and charities.

Governance

The company adheres to robust internal controls, regular third-party audits and clear accountability frameworks. We maintain ISO 27001 and PCI DSS certifications and take a proactive approach to data protection and risk management.

ESG priorities are reviewed regularly by senior management and integrated into operational planning and reporting.

STANDARDS, CERTIFICATIONS AND COMPLIANCE

The company maintains ISO 27001 certification for Information Security and ISO 9001 for Quality Management. We are actively working towards ISO 14001 Environmental Management certification, targeted for completion in 2025, as part of our broader sustainability commitments. In 2023, we also achieved PCI DSS certification, despite not processing or storing cardholder data, reflecting our proactive approach to data protection and adherence to industry-leading security standards. Our systems and controls are subject to regular independent audits, and we maintain an "audit-ready" posture throughout the year to support operational resilience and compliance.

ON BEHALF OF THE BOARD:

M D Allen - Director

30 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M D Allen

J C F Keay

P J Smith

A A Thirkill

Other changes in directors holding office are as follows:

W J Martin - appointed 6 February 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Goldwyns Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M D Allen - Director

30 July 2026

Opinion

We have audited the financial statements of Managed IT Services Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on page five, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

In order to address the risks of misstatements in respect of irregularities, including fraud, we have:

-

obtained an understanding of the key laws and regulations applicable to the company, including the Companies Act 2006 and applicable taxation legislation;

-

assessed the company's own internal controls and systems for the prevention and detection of irregularities and particularly the control environment within which they operate;

-

determined a materiality level and audit approach sufficient to identify most irregularities, including fraud, that may occur;

-

considered our own involvement in the preparation of the company's statutory financial statements and taxation returns;

-

conducted audit verification work, on a sample basis, on the key audit areas and risks we have identified; and

-

reflected on the outcome of our work, and the likelihood that conclusions drawn may be indicative of other areas of potential irregularity.

We therefore consider our audit approach has been sufficient to detect material irregularities, including fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Robert Howe BEng FCA (Senior Statutory Auditor)

for and on behalf of Goldwyns Limited

Statutory Auditors and Chartered Accountants

1 Nelson Mews

Southend on Sea

Essex

SS1 1AL

30 July 2026

TURNOVER

21,739,834

17,040,717

Cost of sales

14,303,003

12,686,847

GROSS PROFIT

7,436,831

4,353,870

Administrative expenses

8,947,419

9,202,873

OPERATING LOSS

4

(1,510,588

)

(4,849,003

)

Interest receivable and similar income

3,932

-

(1,506,656

)

(4,849,003

)

Interest payable and similar expenses

6

2,214,233

1,786,451

LOSS BEFORE TAXATION

(3,720,889

)

(6,635,454

)

Tax on loss

7

372,673

19,204

LOSS FOR THE FINANCIAL YEAR

(4,093,562

)

(6,654,658

)

Loss attributable to:

Owners of the parent

(4,093,562

)

(6,654,658

)

LOSS FOR THE YEAR

(4,093,562

)

(6,654,658

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(4,093,562

)

(6,654,658

)

Total comprehensive income attributable to:

Owners of the parent

(4,093,562

)

(6,654,658

)

FIXED ASSETS

Intangible assets

9

12,555,573

7,575,366

Tangible assets

10

1,142,902

519,799

Investments

11

-

-

13,698,475

8,095,165

CURRENT ASSETS

Debtors

12

3,947,118

3,465,951

Cash at bank and in hand

1,354,284

1,110,370

5,301,402

4,576,321

CREDITORS

Amounts falling due within one year

13

9,509,225

15,862,691

NET CURRENT LIABILITIES

(4,207,823

)

(11,286,370

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,490,652

(3,191,205

)

CREDITORS

Amounts falling due after more than one year

14

(26,855,003

)

(10,083,855

)

PROVISIONS FOR LIABILITIES

18

(10,923

)

(6,733

)

NET LIABILITIES

(17,375,274

)

(13,281,793

)

CAPITAL AND RESERVES

Called up share capital

19

452

371

Retained earnings

20

(17,375,726

)

(13,282,164

)

(17,375,274

)

(13,281,793

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

M D Allen - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

25,968,771

13,051,002

25,968,771

13,051,002

CURRENT ASSETS

Debtors

12

7,599,101

5,856,309

Cash at bank

131,856

109,151

7,730,957

5,965,460

CREDITORS

Amounts falling due within one year

13

14,979,778

14,313,724

NET CURRENT LIABILITIES

(7,248,821

)

(8,348,264

)

TOTAL ASSETS LESS CURRENT LIABILITIES

18,719,950

4,702,738

CREDITORS

Amounts falling due after more than one year

14

26,699,972

10,083,855

NET LIABILITIES

(7,980,022

)

(5,381,117

)

CAPITAL AND RESERVES

Called up share capital

19

452

371

Retained earnings

20

(7,980,474

)

(5,381,488

)

(7,980,022

)

(5,381,117

)

Company's loss for the financial year

(2,598,986

)

(4,919,267

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

M D Allen - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

359

(6,627,506

)

630,580

(5,996,567

)

Changes in equity

Issue of share capital

12

-

(630,580

)

(630,568

)

Total comprehensive income

-

(6,654,658

)

-

(6,654,658

)

Balance at 31 December 2024

371

(13,282,164

)

-

(13,281,793

)

Changes in equity

Issue of share capital

81

-

-

81

Total comprehensive income

-

(4,093,562

)

-

(4,093,562

)

Balance at 31 December 2025

452

(17,375,726

)

-

(17,375,274

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

359

(462,221

)

(461,862

)

Changes in equity

Issue of share capital

12

-

12

Total comprehensive income

-

(4,919,267

)

(4,919,267

)

Balance at 31 December 2024

371

(5,381,488

)

(5,381,117

)

Changes in equity

Issue of share capital

81

-

81

Total comprehensive income

-

(2,598,986

)

(2,598,986

)

Balance at 31 December 2025

452

(7,980,474

)

(7,980,022

)

Cash flows from operating activities

Cash generated from operations

1

1,449,249

2,809,958

Interest paid

(2,214,233

)

(1,786,451

)

Tax paid

(335,133

)

103,555

Net cash from operating activities

(1,100,117

)

1,127,062

Cash flows from investing activities

Purchase of intangible fixed assets

(10,032,323

)

(3,715,016

)

Purchase of tangible fixed assets

(1,740,770

)

(957,382

)

Sale of tangible fixed assets

802,789

41,259

Interest received

3,932

-

Net cash from investing activities

(10,966,372

)

(4,631,139

)

Cash flows from financing activities

New loans in year

6,262,500

2,352,688

Loan notes

1,716,107

1,040,036

Capital repayments in year

(18,210

)

-

Ordinary share issue

81

12

Deferred consideration

4,361,958

464,389

Cash acquired

-

14,990

Net cash from financing activities

12,322,436

3,872,115

Increase in cash and cash equivalents

255,947

368,038

Cash and cash equivalents at beginning of year

2

1,098,337

730,299

Cash and cash equivalents at end of year

2

1,354,284

1,098,337

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(3,720,889

)

(6,635,454

)

Depreciation charges

5,543,659

5,754,255

Loss on disposal of fixed assets

38,938

7,245

Finance costs

2,214,233

1,786,451

Finance income

(3,932

)

-

4,072,009

912,497

Decrease/(increase) in trade and other debtors

987,057

(564,396

)

(Decrease)/increase in trade and other creditors

(3,609,817

)

2,461,857

Cash generated from operations

1,449,249

2,809,958

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,354,284

1,110,370

Bank overdrafts

-

(12,033

)

1,354,284

1,098,337

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,110,370

730,299

Bank overdrafts

(12,033

)

-

1,098,337

730,299

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

1,110,370

243,914

1,354,284

Bank overdrafts

(12,033

)

12,033

-

1,098,337

255,947

1,354,284

Debt

Finance leases

(7,148

)

(197,395

)

(204,543

)

Debts falling due within 1 year

(9,837,500

)

8,637,500

(1,200,000

)

Debts falling due after 1 year

-

(12,800,000

)

(12,800,000

)

(9,844,648

)

(4,359,895

)

(14,204,543

)

Total

(8,746,311

)

(4,103,948

)

(12,850,259

)

1.	STATUTORY INFORMATION

Managed IT Services Group Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The group aspects of these financial statements incorporate the results of the parent and its subsidiary undertakings using the acquisition method of accounting from the date each component joined the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of businesses in 2021, 2022, 2024 and 2025 is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

2% on cost and Straight line over 50 years

Long leasehold

-

over remaining period of the lease

Plant and machinery

-

33% on cost, 25% on cost, 25% on reducing balance and Straight line over 3 years

Fixtures and fittings

-

33% on reducing balance, 25% on reducing balance, 20% on cost and 10% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on reducing balance, 25% on reducing balance, Straight line over 3 years and Straight line over 5 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

5,645,041

4,407,220

Social security costs

730,682

474,448

Other pension costs

129,484

83,094

6,505,207

4,964,762