Ryan Woodley 0 1 0 31 December 2025 25.00 25.00 0 1 January 2025 0 Share premium reserve: This reserve contains the premium arising on issue of equity shares, net of issue expenses. CompanyProfit and loss account:This reserve records retained earnings and accumulated losses. Hurdle share reserve: This reserve arises in connection with the company’s equity -settled, share-based compensation plan under which the entity receives services from the employee as consideration for equity instruments in the entity. The amount of the reserve represents the estimated fair value of the hurdle shares granted which is calculated using an option pricing model and is recognised as an expense in the statement of comprehensive income over the period that the employee becomes unconditionally entitled to the hurdle shares (the vesting period), with a corresponding increase this reserve. 7 13733820 11565683 8 15 23047019 21484384 303513 6 8 1562635 4984416 7 7 16803481 7 Defined benefit pension planThe Group provides a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £999,198 (2024 - £831,958). 28266 28266 1619982 1511008 115874911 115874911 236802 400608 236802 400608 3978062 3825192 55374 18865 5847993 3922688 2041666 4859533 4433729 3859533 4433729 1000000 373068 343780 373068 343780 9155289 2735843 3832705 5984132 1777830 2529340 11597 7095176 3859533 4433729 539622 334489 236802 400608 3367346 16061300 16243610 207589 165736 17183375 15201945 17183375 15201945 219167 117166561 2547115 2546924 117385919 45848 271170 400608 717626 400608 400608 45848 271170 317018 400608 400608 400608 400608 173319 116895391 2146507 2146316 117068901 231758 117262944 2755651 2783726 117466627 12591 96383 208536 317510 208536 208536 12591 96383 108974 236802 236802 236802 28 April 2026 2755651 2547115 115874911 Deloitte LLP 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 group’s and 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. 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 group and the parent 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. The directors are responsible for preparing the Group strategic report, the Directors' 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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 for the Group's financial statements 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; state whether applicable UK Accounting Standards have been followed; andprepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the parent 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 Group and the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 28 April 2026 Each of the persons who are directors of the group at the time when this Directors' report is approved has confirmed that:so far as the directors are aware, there is no relevant audit information of which the Group and the company's auditors are unaware, andthe directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Group and the company's auditors are aware of that information. Business risks, financial risks and factors to mitigate the risks are described in the strategic report (page 3). Jason Howard Joseph Randolph Haig Adam Margolin 26th March 2026 17th April 2026 Parag Khandelwal Bristol 63 Catherine Place London SW1E 6DY 13898573 31 December 2025 Annual Report and Consolidated Financial Statements NC Topco Limited Financials UK FRS 102 2026.7.0+87708 128749901 128749901 B Ordinary shares of £0.00001 each 607026 607026 A-5 Ordinary shares of £0.01 each 2091050 2351487 A-4 Ordinary shares of £0.01 each 2091053 2351490 A-3 Ordinary shares of £0.01 each 1484032 1744473 A-2 Ordinary shares of £0.01 each 1214051 1214051 A-1 Ordinary shares of £0.01 each 14300685 14778492 A Ordinary Shares of £0.01 each 100 NC Holdings Ltd 115874911 115874911 25.00 The standard rate of tax applied to reported profit on ordinary activities is 25.00% (2024 - 25%). The company and Group monitor tax developments in the UK which could affect the company’s tax liabilities. The company notes recent developments in relation to the OECD Inclusive Framework on Base Erosion and Profit Sharing but does not expect it to have an impact on the company’s tax charge. The differences between the total tax expenses shown above and the amount calculated by applying the standard rate of UK corporation tax to the loss before tax is as follows: 212 233 60882 40438 550 0 13882 34128 46450 6310 124214 132813 Financial instruments A financial asset or a financial liability is recognised only when the company becomes party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Dividends Dividend distribution to the Group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared. Operating leases Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term. Share capital Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Trade creditors Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. Trade debtors Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities. Investments Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable. If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of intangible assets, the amortisation is revised prospectively to reflect the new estimates. Amortisation Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows: 20 5.6 12.5 10 Intangible assets Separately acquired trademarks and licences are shown at historical cost. Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Trademarks, licences, and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses. Goodwill Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made. Business combinations Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the Group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. Impairment A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates. Depreciation Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows: 16.7 33 6 Tangible assets Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation. Tax The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income. Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements. Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference. A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Foreign currency transactions and balances Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated. Share-based payments The company issues equity-settled share options and cash-settled share appreciation rights to certain employees within the Group. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. Fair value is measured by use of the Black-Scholes pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. A liability equal to the portion of the services received is recognised at and remeasured based on the current fair value determined at each balance sheet date for cash-settled share appreciation rights, with any changes in fair value recognised in profit or loss. Critical accounting judgements and key sources of estimation uncertainty It is the view of the directors that there are no critical judgements in applying the group's accounting policies. Basis of consolidation The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025. A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill. Intercompany transactions, balances, and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. Basis of preparation These financial statements have been prepared using the historical cost convention. The financial statements are prepared in sterling which is the functional currency of the entity. Statement of compliance These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'. The principal activity of the company is that of a holding company. The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 28 April 2026 Mark Boxall, FCA (Senior statutory auditor) 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 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. We have nothing to report in respect of these matters. 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 group’s industry and its control environment, and reviewed the group’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 group’s business sector. We obtained an understanding of the legal and regulatory frameworks that the group 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. These included UK Companies Act, employment and pensions legislation, tax legislation, data privacy legislation; and * did not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. We discussed among the audit engagement team, and relevant internal specialists such as valuations, impairment and share based payments specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. As a result of performing the above, we identified the greatest potential for fraud in the recognition of revenue recognised on new material contracts closed within the year and our specific procedures performed to address it are described below: * We identified the total population of new material contracts from which revenue was recognised during the year; * We obtained signed customer contracts and reviewed key terms; and * We tested the cut-off of revenue recognition and of corresponding deferred income. 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 and in-house 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. 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. 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. In our opinion the financial statements of NC Topco Limited (the ‘parent company’) and its subsidiaries (the ‘group’): * give a true and fair view of the state of the group’s and of the parent company’s 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, 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 consolidated statement of comprehensive income; * the consolidated and parent company balance sheets; * the consolidated and parent company statements of changes in equity; * the consolidated cash flow statement; * the related notes 1 to 24. 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). 236802 13898573 1 2025-01-01 2025-12-31 13898573 bus:Audited 2025-01-01 2025-12-31 13898573 bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass4 2025-12-31 13898573 bus:PreferenceShareClass1 2025-12-31 13898573 core:OtherCapitalReserve 2024-01-01 2024-12-31 13898573 core:OtherCapitalReserve 2025-12-31 13898573 bus:OrdinaryShareClass1 2025-12-31 13898573 core:RetainedEarningsAccumulatedLosses 2025-12-31 13898573 bus:OrdinaryShareClass5 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass4 2024-12-31 13898573 core:RetainedEarningsAccumulatedLosses 2024-12-31 13898573 bus:PreferenceShareClass2 2025-01-01 2025-12-31 13898573 core:CopyrightsPatentsTrademarksServiceOperatingRights 2025-01-01 2025-12-31 13898573 6 2025-01-01 2025-12-31 13898573 bus:Director2 2025-01-01 2025-12-31 13898573 core:PlantMachinery 2025-01-01 2025-12-31 13898573 core:OtherCapitalReserve 1 2025-01-01 2025-12-31 13898573 core:SharePremium 2024-12-31 13898573 core:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 13898573 12 2024-01-01 2024-12-31 13898573 core:ShareCapital 2024-12-31 13898573 4 2025-01-01 2025-12-31 13898573 core:RetainedEarningsAccumulatedLosses 2024-01-01 13898573 bus:OrdinaryShareClass3 2025-12-31 13898573 bus:Director1 2025-01-01 2025-12-31 13898573 core:OtherCapitalReserve 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass5 2024-12-31 13898573 bus:OrdinaryShareClass3 2024-12-31 13898573 1 2025-01-01 2025-12-31 13898573 2 2025-01-01 2025-12-31 13898573 core:LeaseholdImprovements 2025-01-01 2025-12-31 13898573 bus:Director3 2025-12-31 13898573 core:ShareCapital 2025-12-31 13898573 core:ShareCapital 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass4 2025-01-01 2025-12-31 13898573 bus:Director4 2025-01-01 2025-12-31 13898573 core:CurrentFinancialInstruments 2025-12-31 13898573 bus:OrdinaryShareClass2 2025-12-31 13898573 core:OtherReservesSubtotal 2024-12-31 13898573 bus:PreferenceShareClass2 2025-12-31 13898573 core:Goodwill 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass3 2025-01-01 2025-12-31 13898573 bus:PreferenceShareClass2 2024-12-31 13898573 core:SharePremium 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass5 2025-12-31 13898573 core:Subsidiary1 2025-01-01 2025-12-31 13898573 core:SharePremium 2024-01-01 2024-12-31 13898573 bus:OrdinaryShareClass2 2024-12-31 13898573 bus:Director3 2025-01-01 2025-12-31 13898573 bus:RegisteredOffice 2025-01-01 2025-12-31 13898573 core:ShareCapital 2024-01-01 13898573 bus:FullAccounts 2025-01-01 2025-12-31 13898573 1 2024-01-01 2024-12-31 13898573 curr:PoundSterling 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass1 2024-12-31 13898573 core:SharePremium 2024-01-01 13898573 core:FurnitureFittingsToolsEquipment 2025-01-01 2025-12-31 13898573 core:SharePremium 2025-12-31 13898573 8 2025-01-01 2025-12-31 13898573 core:ShareCapital 2024-01-01 2024-12-31 13898573 6 2024-01-01 2024-12-31 13898573 bus:OrdinaryShareClass2 2025-01-01 2025-12-31 13898573 8 2024-01-01 2024-12-31 13898573 bus:Director5 2025-12-31 13898573 12 2025-01-01 2025-12-31 13898573 2025-01-01 13898573 2 2024-01-01 2024-12-31 13898573 bus:PreferenceShareClass1 2025-01-01 2025-12-31 13898573 core:OtherCapitalReserve 2024-01-01 13898573 core:CurrentFinancialInstruments 2024-12-31 13898573 core:ComputerSoftware core:InternallyGeneratedIntangibleAssets 2025-01-01 2025-12-31 13898573 bus:OrdinaryShareClass1 2025-01-01 2025-12-31 13898573 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13898573 core:RevaluationReserve 2025-01-01 2025-12-31 13898573 core:Non-currentFinancialInstruments 2025-12-31 13898573 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-01-01 2025-12-31 13898573 bus:Director5 2025-01-01 2025-12-31 13898573 bus:PreferenceShareClass1 2024-12-31 13898573 core:OtherCapitalReserve 2024-12-31 13898573 core:OtherCapitalReserve 1 2024-01-01 2024-12-31 13898573 bus:FRS102 2025-01-01 2025-12-31 13898573 core:OtherReservesSubtotal 2025-12-31 13898573 2024-12-31 13898573 2025-12-31 13898573 2024-01-01 2024-12-31 13898573 core:ContinuingOperations 2024-01-01 2024-12-31 13898573 2025-01-01 2025-12-31 13898573 core:ContinuingOperations 2025-01-01 2025-12-31 13898573 2024-01-01 xbrli:pure xbrli:pure xbrli:shares xbrli:pure iso4217:GBP iso4217:GBP

Registered number: 13898573 # NC Topco Limited ​​​​​ #### Annual Report and ​​Consolidated Financial Statements #### For the year ended 31 December 2025
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Company information #### ​Directors Jason Howard Parag Khandelwal Ryan Woodley Joseph Randolph Haig ( appointed 17th April 2026 ) #### Registered number 13898573​ #### Registered office ​​63 Catherine Place​ ​ ​ London​ ​ SW1E 6DY ​ #### ​ Independent auditors Deloitte LLP ​​​ Halo​ Counterslip​ ​ Bristol​ United Kingdom​ BS1 6AJ ​
NC Topco Limited Group strategic report For the year ended 31 December 2025 Business review The directors present the strategic report for the period ended 31 December 2025. Netcraft is a global leader in online brand protection and digital risk management. Through its platform, Netcraft’s mission is to protect the world from cybercrime by detecting and mitigating cyber threats at scale. The company, NC Topco Limited, is the ultimate parent company of the Netcraft Group. The directors consider the key performance indicators of the business to be sales, gross margin and EBITDA for the financial period, and these are summarised below:
Financial KPIs | Input | 2025 £ | 2024 £
--- | --- | --- | ---
Turnover | £ | 43,378,374 | 32,748,859
Gross Margin | % | 90 | 91
EBITDA | £ | 4,778,640 | 3,715,331
*EBITDA excludes impact of share-based payments Turnover grew 32% in 2025, which reflects accelerating revenue growth as a result of investments in global sales and marketing efforts, maturation of our enterprise sales function, and increased growth in the North American region. Despite these investments, overall profitability measures remained consistent with the prior year and EBITDA increased in absolute value. EBITDA excludes non-cash adjustments, including an impairment charge of £3.4m related to the discontinuation of certain intangible assets from the FraudWatch acquisition as set out in note 11 of the financial statements. #### Future developments We will continue to invest in the development of our existing businesses to improve people, processes and infrastructure that drive efficiency, grow brand awareness and sales to increase productivity and profitability. #### Principal risks and uncertainties The company recognises the importance of identifying, assessing and mitigating risks when making investment decisions. Thus, the Board regularly reviews the potential risks associated with the cybersecurity industry and the local economic and political environment in which our investment companies operate.
NC Topco Limited Group strategic report For the year ended 31 December 2025 The Netcraft Group's activities expose it to several risks, some outside of our control. Key risks include the macroeconomic environment; competition from other companies who may be prepared to sustain a loss-making service which restricts our ability to profit from our services; competition for staff, which may limit our ability to recruit successfully and any increase in barriers to trade which may constrain sales of our services globally. T he Board has also considered the potential impact of the conflict in the Middle East on the business. While the broader geopolitical environment continues to be monitored carefully, the directors do not currently expect the conflict to have a significant direct impact on the Group. This assessment reflects the Group's diversified customer base and limited direct operational exposure in the affected region. The company is also exposed to the risk of adverse movements in interest rate fluctuations in relation to its borrowing activities at variable interest rates. In addition, our results of operations and cash flows are subject to fluctuations in foreign exchange rates. We mitigate this by conducting the majority of our business in currencies which are used in funding day-to-day operations . The company did not make use of formally designated hedging arrangements or derivatives during the year. #### Going Concern The Group has generated positive cash flows from operations throughout the past financial year and is projected to continue generating cash for the foreseeable future. In assessing going concern, the directors have considered the Group's forecasted profitability, cash flows, available borrowing facilities and compliance with financial covenants, and are satisfied that the Group is expected to remain compliant with those covenants throughout the assessment period. Although the company reports net current liabilities at a group level, it remains profitable and is forecast to have sufficient financial resources to meet its obligations as they fall due for at least the next 12 months from the date of approval of the financial statements. The net current liabilities are a result of deferred revenue from billing in advance of services, and not indicative of future cash outlays. The directors have also considered going concern at the NC Topco Limited entity level and are satisfied that the company will continue to be able to meet its liabilities as they fall due. Accordingly, the directors have concluded that no material uncertainty exists as to the ability of the Group and company to continue as a going concern and that it remains appropriate to prepare the financial statements on that basis. In conclusion, we are confident in the future growth potential of our company. We would like to thank all our shareholders for their trust and support, and we look forward to creating long-term value for all our stakeholders. This report was approved and authorised by the board of directors on 28 April 2026 and signed on behalf of the board by:
​Ryan Woodley | ​​
Director | ​​​
28 April 2026 |
NC Topco Limited Directors' report For the year ended 31 December 2025 The directors present​​ their​ report and the financial statements for the year from 1 January 2025 to 31 December 2025. #### Directors of the group ​​​​​ The directors of the group​ who served during the year: Jason Howard Parag Khandelwal Adam Margolin ( resigned 26th March 2026 ) Ryan Woodley Joseph Randolph Haig ( appointed 17th April 2026 ) #### Directors' indemnities The company has made qualifying third-party indemnity provisions for the benefit of the directors of the Netcraft Group that remain in force at the date of this report. #### Political contributions The company has not made any political contributions during the period. #### Research and development The company's research and development activities consist primarily of developing technology to improve threat detection, analysis and disruption of novel cyber threats. #### Price risk, credit risk, liquidity risk and cash flow risk Business risks, financial risks and factors to mitigate the risks are described in the strategic report (page 3). #### Dividends The directors do not recommend the payment of a dividend. #### Future developments Future developments are discussed in the strategic report (page 3).
NC Topco Limited Directors' report For the year ended 31 December 2025 #### Disclosure of information to auditors Each of the persons who are directors of the group​​​ at the time when this Directors' report​​ is approved has confirmed that:
| • | so far as the directors are​​​​​ aware, there is no relevant audit information of which the Group and the company's auditors are unaware, and
| • | the directors​​​ have taken all the steps that ought to have been taken as directors​ in order to be aware of any relevant audit information and to establish that the Group and the company​'s auditors​​​​ are​​​ aware of that information.
Auditor Deloitte LLP have expressed their willingness to continue in office as auditors and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting. This report was approved by the Board on 28 April 2026 and signed on its behalf by:
Ryan Woodley​​​​​ | ​​
Director | ​​​
Date: 28 April 2026
NC Topco Limited Directors' responsibilities statement For the year ended 31 December 2025 The directors are​​ responsible for preparing the Group strategic report, the Directors' 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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 for the Group's financial statements and then apply them consistently;
| • | make judgements and accounting estimates that are reasonable and prudent;
| • | state whether applicable UK Accounting Standards have been followed; and
| • | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent​ company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the parent 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 Group and the parent company​ and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
NC Topco Limited Independent auditors' report to the shareholders of NC Topco Limited #### Report on the audit of the financial statements #### Opinion In our opinion the financial statements of NC Topco Limited (the ‘parent company’) and its subsidiaries (the ‘group’):
| • | give a true and fair view of the state of the group’s and of the parent company’s 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, 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 consolidated statement of comprehensive income;
| • | the consolidated and parent company balance sheets;
| • | the consolidated and parent company statements of changes in equity;
| • | the consolidated cash flow statement;
| • | the related notes 1 to 24.
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 group and the parent 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.
NC Topco Limited Independent auditors' report to the shareholders of NC Topco Limited #### 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 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 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.
NC Topco Limited Independent auditors' report to the shareholders of NC Topco Limited #### Responsibilities of directors 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 group’s and 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. #### 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 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 group’s industry and its control environment, and reviewed the group’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 group’s business sector. We obtained an understanding of the legal and regulatory frameworks that the group 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. These included UK Companies Act, employment and pensions legislation, tax legislation, data privacy legislation; and
NC Topco Limited Independent auditors' report to the shareholders of NC Topco Limited
| • | did not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team, and relevant internal specialists such as valuations, impairment and share based payments specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. As a result of performing the above, we identified the greatest potential for fraud in the recognition of revenue recognised on new material contracts closed within the year and our specific procedures performed to address it are described below:
| • | We identified the total population of new material contracts from which revenue was recognised during the year;
| • | We obtained signed customer contracts and reviewed key terms; and
| • | We tested the cut-off of revenue recognition and of corresponding deferred income.
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 and in-house 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.
NC Topco Limited Independent auditors' report to the shareholders of NC Topco Limited #### Report on other legal and regulatory requirements #### Opinion 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 report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
| • | the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the 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 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.
We have nothing to report in respect of these matters.
NC Topco Limited Independent auditors' report to the shareholders of NC Topco Limited #### 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. ​Mark Boxall, FCA (Senior statutory auditor) For and on behalf of Deloitte LLP, Statutory Auditor Bristol, United Kingdom 28 April 2026
NC Topco Limited Consolidated statement of comprehensive income​ ​ For the year ended 31 December 2025
| Note | 2025 £ | 2024 £
--- | --- | --- | ---
Turnover | 3 | 43,378,374 | 32,748,859
Cost of sales |  | (4,339,819) | (2,820,644)
Gross profit |  | 39,038,555 | 29,928,215
Administrative expenses | 5 | (52,954,673) | (43,329,208)
Other operating income | 4 | 29,049 | 17,177
Operating loss |  | (13,887,069) | (13,383,816)
Other interest receivable and similar income | 8 | 6,955 | 12,211
Interest payable and similar expenses | 9 | (3,859,533) | (4,433,729)
Loss before tax |  | (17,739,647) | (17,805,334)
Tax on loss | 10 | 556,272 | 2,603,389
Loss for the financial year |  | (17,183,375) | (15,201,945)
Other comprehensive income |  |  |
Foreign currency translation gain/(losses) | 20 | 124,837 | (2,596,193)
Total comprehensive loss for the financial year |  | (17,058,538) | (17,798,138)
Loss for the financial year attributable to: |  |  |
Owners of the company |  | (17,183,375) | (15,201,945)
|  | (17,183,375) | (15,201,945)
Total comprehensive loss for the financial year attributable to: |  |  |
Owners of the company |  | (17,058,538) | (17,798,138)
The Group has no recognised gains or losses for the period other than the results above. The loss for the financial year dealt with in the financial statements of the parent company was £236,802 (2024: £400,608). As permitted by Section 408 of the Companies Act 2006, no separate profit and loss account or statement of comprehensive income is presented in respect of the parent company.
NC Topco Limited Registered number: 13898573 Consolidated statement of financial position As at 31 December 2025
| Note | 2025 £ | 2024 £
--- | --- | --- | ---
Fixed assets |  |  |
Intangible assets | 11 | 97,362,135 | 116,749,583
Tangible fixed assets | 12 | 593,430 | 427,951
|  | 97,955,565 | 117,177,534
Current assets |  |  |
Debtors | 14 | 14,635,896 | 14,424,159
Cash at bank and in hand | 15 | 7,803,254 | 3,825,192
|  | 22,439,150 | 18,249,351
Creditors: amounts falling due within one year | 16 | (29,139,365) | (24,649,320)
Net current liabilities |  | (6,700,215) | (6,399,969)
Total assets less current liabilities |  | 91,255,350 | 110,777,565
Creditors: amounts falling due after more than one year |  | (41,623,797) | (43,946,405)
Provision for liabilities | 22 | (645,379) | (1,103,958)
Net assets |  | 48,986,174 | 65,727,202
Capital and reserves |  |  |
Called up share capital | 19 | 231,758 | 219,167
Share premium |  | 117,262,944 | 117,166,561
Hurdle share reserve |  | 2,755,651 | 2,547,115
Other reserves |  | (4,035,168) | (4,162,649)
Profit and loss account | 20 | (67,229,011) | (50,042,992)
Total capital and reserves |  | 48,986,174 | 65,727,202
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ryan Woodley | ​
Director | ​
Date: 28 April 2026 The notes 20 to 42 form part of these financial statements.
NC Topco Limited Registered number: 13898573 ​ Company statement of financial position ​​ As at 31 December 2025
| Note | 2025 £ | 2024 £
--- | --- | --- | ---
Fixed assets |  |  |
Investments | 13 | 115,874,911 | 115,874,911
Current assets |  |  |
Debtors | 14 | 1,619,982 | 1,511,008
Creditors: amounts falling due within one year | 16 | (28,266) | -
Net current assets |  | 1,591,716 | 1,511,008
Total assets less current liabilities |  | 117,466,627 | 117,385,919
Capital and reserves |  |  |
Called up share capital | 19 | 231,758 | 219,167
Share premium |  | 117,262,944 | 117,166,561
Hurdle share reserve |  | 2,755,651 | 2,547,115
Profit and loss account carried forward | 20 | (2,783,726) | (2,546,924)
Total capital and reserves |  | 117,466,627 | 117,385,919
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ryan Woodley​​​​​ | ​​
Director | ​​​
Date: 28 April 2026 The notes 20 to 42 form part of these financial statements.

NC Topco Limited Consolidated statement of changes in equity For the year ended 31 December 2025​
| Note | Share capital £ | Share premium £ | Hurdle share reserve £ | Foreign currency translation reserve £ | Profit and loss account £ | Total £
--- | --- | --- | --- | --- | --- | --- | ---
At 1 January 2025 | 19 | 219,167 | 117,166,561 | 2,547,115 | (4,162,649) | (50,042,992) | 65,727,202
Loss for the year |  | - | - | - | - | (17,183,375) | (17,183,375)
Shares issued | 19 | 12,591 | 96,383 | - | - | - | 108,974
Cumulative translation adjustment | 20 | - | - | - | 127,481 | (2,644) | 124,837
Credit relating to equity settled share-base payments | 18 | - | - | 208,536 | - | - | 208,536
At 31 December 2025 |  | 231,758 | 117,262,944 | 2,755,651 | (4,035,168) | (67,229,011) | 48,986,174
| Note | Share capital £ | Share premium £ | Hurdle share reserve £ | Foreign currency translation reserve £ | Profit and loss account £ | Total £
--- | --- | --- | --- | --- | --- | --- | ---
At 1 January 2024 | 19 | 173,319 | 116,895,391 | 2,146,507 | (1,558,641) | (34,848,862) | 82,807,714
Loss for the year |  | - | - | - | - | (15,201,945) | (15,201,945)
Shares issued | 19 | 45,848 | 271,170 | - | - | - | 317,018
Cumulative translation adjustment |  | - | - | - | (2,604,008) | 7,815 | (2,596,193)
Credit relating to equity settled share-base payments | 18 | - | - | 400,608 | - | - | 400,608
At 31 December 2024 |  | 219,167 | 117,166,561 | 2,547,115 | (4,162,649) | (50,042,992) | 65,727,202
The notes on 20 to 42 form part of these financial statements.

NC Topco Limited Company statement of changes in equity For the year ended 31 December 2025​
| Note | Called up share capital £ | Share premium account £ | Hurdle share reserve £ | Profit and loss account £ | Total £
--- | --- | --- | --- | --- | --- | ---
At 1 January 2025 |  | 219,167 | 117,166,561 | 2,547,115 | (2,546,924) | 117,385,919
Loss for the year |  | - | - | - | (236,802) | (236,802)
Shares issued |  | 12,591 | 96,383 | - | - | 108,974
Credit relating to equity settled share-based payments |  | - | - | 208,536 | - | 208,536
At 31 December 2025 |  | 231,758 | 117,262,944 | 2,755,651 | (2,783,726) | 117,466,627
| Note | Called up share capital £ | Share premium account £ | Hurdle share reserve £ | Profit and loss account £ | Total £
--- | --- | --- | --- | --- | --- | ---
At 1 January 2024 |  | 173,319 | 116,895,391 | 2,146,507 | (2,146,316) | 117,068,901
Loss for the year |  | - | - | - | (400,608) | (400,608)
Shares issued |  | 45,848 | 271,170 | - | - | 317,018
Credit relating to equity settled share-based payments |  | - | - | 400,608 | - | 400,608
At 31 December 2024 |  | 219,167 | 117,166,561 | 2,547,115 | (2,546,924) | 117,385,919
The notes on 20 to 42 form part of these financial statements.

NC Topco Limited Consolidated statement of cash flows For the year ended 31 December 2025​
| Note | 2025 £ | 2024 £
--- | --- | --- | ---
Operating activities |  |  |
Loss for the financial year |  | (17,183,375) | (15,201,945)
Adjustments to cash flows from non-cash items: |  |  |
Depreciation of property, plant and equipment | 5 | 207,589 | 165,736
Amortisation of intangible assets | 11 | 16,061,300 | 16,243,610
Impairment of intangible assets | 11 | 3,367,346 | -
Share-based payment expense |  | 236,802 | 400,608
Amortisation of debt issuance costs |  | 539,622 | 334,489
Interest payable and similar expenses | 9 | 3,859,533 | 4,433,729
Working capital changes: |  |  |
Increase/(decrease) in trade receivables, other assets and prepayments | 14 | 11,597 | (7,095,176)
Decrease in trade and other payables excluding deferred income | 16 | (1,777,830) | (2,529,340)
Increase in deferred income |  | 3,832,705 | 5,984,132
Net cash flows from operating activities |  | 9,155,289 | 2,735,843
Investing activities |  |  |
Purchase of tangible fixed assets | 12 | (373,068) | (343,780)
Financing activities |  |  |
Repayment of principal on debt | 16 | (1,000,000) | -
Payments of interest | 9 | (3,859,533) | (4,433,729)
Net cash flows from financing activities |  | (4,859,533) | (4,433,729)
Net increase/(decrease) in cash and cash equivalents |  | 3,922,688 | (2,041,666)
Cash and cash equivalents at start of year |  | 3,825,192 | 5,847,993
Foreign exchange gains on cash and cash equivalents |  | 55,374 | 18,865
Cash and cash equivalents at end of year |  | 7,803,254 | 3,825,192
The notes on 20 to 42 form part of these financial statements.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 1. General information NC Topco is a private company limited by shares and is incorporated in England & Wales. The principal activity of the Group is that of the provision of internet security services. The principal activity of the company is that of a holding company. The address of its registered office is: 63 Catherine Place​ London​ England SW1E 6DY These financial statements were authorised for issue by the Board on 28 April 2026. 2. Accounting policies Summary of significant accounting policies and key accounting estimates The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below. These policies have been applied consistently to all periods presented, unless otherwise stated. Statement of compliance These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'. Basis of preparation These financial statements have been prepared using the historical cost convention. The financial statements are prepared in sterling which is the functional currency of the entity.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) Basis of consolidation The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025. A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill. Intercompany transactions, balances, and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) Going c oncern The Group has generated positive cash flows from operations throughout the past financial year and is projected to continue generating cash for the foreseeable future. In assessing going concern, the directors have considered the Group's forecasted profitability, cash flows, available borrowing facilities and compliance with financial covenants, and are satisfied that the Group is expected to remain compliant with those covenants throughout the assessment period. Although the company reports net current liabilities at a group level, it remains profitable and is forecast to have sufficient financial resources to meet its obligations as they fall due for at least the next 12 months from the date of approval of the financial statements. The net current liabilities are a result of deferred revenue from billing in advance of services, and not indicative of future cash outlays. The directors have also considered going concern at the NC Topco Limited entity level and are satisfied that the company will continue to be able to meet its liabilities as they fall due. Accordingly, the directors have concluded that no material uncertainty exists as to the ability of the Group and company to continue as a going concern and that it remains appropriate to prepare the financial statements on that basis. Critical accounting judgements and key sources of estimation uncertainty It is the view of the directors that there are no critical judgements in applying the group's accounting policies. Key sources of estimation uncertainty The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions that are expected to have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Revenue recognition Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the G roup’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the G roup. The G roup recognises revenue when:
| • | The amount of revenue can be reliably measured;
| • | I t is probable that future economic benefits will flow to the entity; and
| • | Specific criteria have been met for each of the G roup's activities.
The c ompany derives a substantial majority of its revenue from subscription services by providing access to its platform over time. Revenue for subscription services is recognised over the contract term on a straight-line basis. Other services are recognised when the services are delivered to the customer.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) Share-based payments The company issues equity-settled share options and cash-settled share appreciation rights to certain employees within the Group. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. Fair value is measured by use of the Black-Scholes pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. A liability equal to the portion of the services received is recognised at and remeasured based on the current fair value determined at each balance sheet date for cash-settled share appreciation rights, with any changes in fair value recognised in profit or loss. Foreign currency transactions and balances Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) Tax The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the G roup operates and generates taxable income. Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements. Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference. A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the c ompany supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Tangible assets Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation. Depreciation Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class | Depreciation method and rate
Short leasehold improvements | 6 % straight line
Plant and machinery | 33 % straight line
Fixtures and fittings | 16.7 % straight line
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates. Impairment A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. Business combinations Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the G roup in exchange for control of the acquired , plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the G roup includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. Goodwill Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made. Intangible assets Separately acquired trademarks and licences are shown at historical cost. Trademarks, licences (including software ) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Trademarks, licences, and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued)
Asset class | Amortisation method and rate
Goodwill | 10 % straight line
Technology intellectual property | 12.5 % straight line
Brand | 5.6 % straight line
Software | 20 % straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of intangible assets, the amortisation is revised prospectively to reflect the new estimates. Investments Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities. Trade debtors Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the G roup will not be able to collect all amounts due according to the original terms of the receivables.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) Trade creditors Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the G roup does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. Share capital Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Operating l eases Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis . Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term. Dividends Dividend distribution to the G roup’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared. Defined contribution pension obligation A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the G roup has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 2. Accounting policies (continued) Financial instruments A financial asset or a financial liability is recognised only when the company becomes party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the pres ent value of the future payments discounted at a market rate of interest for a similar debt instrument. 3. Turnover
Substantially all of the Group's turnover is earned from providing subscription services.
The analysis of the Group's turnover for the period from continuing operations is as follows:
| 2025 £ | 2024 £
--- | --- | ---
Europe, Middle East and Africa | 19,325,938 | 16,437,414
North America | 16,829,418 | 10,289,931
Others | 7,223,018 | 6,021,514
| 43,378,374 | 32,748,859
4. Other operating income The analysis of the Group's other operating income for the period is as follows:
| 2025 £ | 2024 £
--- | --- | ---
Rental income | 29,049 | 17,177
5. Operating loss Arrived at after charging/(crediting):
| 2025 £ | 2024 £
--- | --- | ---
Depreciation | 207,589 | 165,736
Amortisation | 16,061,300 | 16,243,610
Operating lease rentals | 1,168,845 | 941,707
Foreign exchange gains | (47,075) | (158,451)
Impairment of intangible assets (see note 11) | 3,367,346 | -
Auditor's remuneration - The audit of the Group and company's annual accounts | 132,813 | 124,214
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 5. Operating loss (continued) Non audit fees payable to the Group and c ompany’s auditor and its associates for the audit of the Group and c ompany’s annual accounts were as follows:
| 2025 £ | 2024 £
--- | --- | ---
Taxation compliance services | 6,310 | 46,450
Other taxation advisory | 34,128 | 13,882
Other services | - | 550
Total | 40,438 | 60,882
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 6. Employees The aggregate payroll costs were as follows:
| 2025 £ | 2024 £
--- | --- | ---
Wages and salaries | 21,262,489 | 17,479,623
Social security costs | 2,141,447 | 1,577,690
Other pension costs | 999,198 | 831,958
| 24,403,134 | 19,889,271
The average number of persons employed by the Group (including directors), during the year, analysed by category was as follows:
| 2025 | 2024
--- | --- | ---
Managerial | 11 | 11
Administrative | 63 | 54
Technical | 159 | 147
| 233 | 212
7. Directors' The directors' remuneration for the period was as follows, which includes remuneration paid to key management personnel:
| 2025 £ | 2024 £
--- | --- | ---
Remuneration | 549,731 | 509,247
The table above reflects the remuneration for a single director in 2025 and 2024. 8. interest receivable and similar income
| 2025 £ | 2024 £
--- | --- | ---
Interest income on bank deposits | 6,955 | 12,211
9. Interest payable and similar expenses
| 2025 £ | 2024 £
--- | --- | ---
Interest expense on other finance liabilities | 3,859,533 | 4,433,729
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 10. Taxation
| 2025 £ | 2024 £
--- | --- | ---
Current taxation |  |
UK Corporation tax on profits for the period | - | 3,254
Adjustments in respect of previous periods | (254,423) | 254,423
Double tax relief | - | (3,254)
Foreign tax | 145,772 | (44,585)
Total current income tax | (108,651) | 209,838
Deferred taxation |  |
Arising from origination and reversal of timing differences | 287,788 | (1,212,725)
Adjustments in respect of previous periods | (735,409) | (1,600,502)
Total deferred income tax | (447,621) | (2,813,227)
Tax expense in the income statement | (556,272) | (2,603,389)
Tax charged/(credited) in the consolidated statement of comprehensive income. The standard rate of tax applied to reported profit on ordinary activities is 25.00% (2024 - 25 %). The company and Group monitor tax developments in the UK which could affect the company’s tax liabilities. The company notes recent developments in relation to the OECD Inclusive Framework on Base Erosion and Profit Sharing but does not expect it to have an impact on the company’s tax charge. The differences between the total tax expenses shown above and the amount calculated by applying the standard rate of UK corporation tax to the loss before tax is as follows:
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 10. Taxation (continued)
| 2025 £ | 2024 £
--- | --- | ---
Profit/loss before tax | (17,739,647) | (17,805,334)
Current tax at standard rate | (4,434,912) | (4,440,657)
Effects of: |  |
Permanent differences | 3,608,905 | 3,650,696
Adjustments in respect of previous periods | (989,832) | (1,404,489)
Effect of tax rates in foreign jurisdictions | (403,344) | (185,340)
Movement in unrecognised deferred tax | 1,652,043 | (42,341)
Losses not recognised | - | (190,707)
Other | 10,868 | 9,449
Total tax charge | (556,272) | (2,603,389)
11. Intangible assets #### Group​​​​
| Goodwill £ | Brand £ | Technology intellectual property £ | Software £ | Total £
--- | --- | --- | --- | --- | ---
At 1 January 2025 | 133,654,804 | 4,435,890 | 19,980,018 | 39,350 | 158,110,062
Foreign exchange movements | 115,954 | 2,528 | 15,289 | - | 133,771
At 31 December 2025 | 133,770,758 | 4,438,418 | 19,995,307 | 39,350 | 158,243,833
Amortisation and impairment |  |  |  |  |
At 1 January 2025 | (34,257,490) | (643,215) | (6,456,474) | (3,300) | (41,360,479)
Charge for the year on owned assets | (13,321,992) | (242,117) | (2,491,535) | (5,656) | (16,061,300)
Impairment | - | (613,405) | (2,753,941) | - | (3,367,346)
Foreign exchange movements | (78,274) | (2,598) | (11,702) | - | (92,574)
At 31 December 2025 | (47,657,756) | (1,501,335) | (11,713,652) | (8,956) | (60,881,699)
Net book value |  |  |  |  |
At 31 December 2025 | 86,113,002 | 2,937,083 | 8,281,655 | 30,394 | 97,362,134
At 31 December 2024 | 99,397,314 | 3,792,675 | 13,523,544 | 36,050 | 116,749,583
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 11. Intangible assets (continued) The Netcraft brand, which was purchased in 2022, is considered material to the Group. The carrying amount as at 31 December 2025 was £2,937,083 (2024: £3,792,675) and the brand has an estimated remaining useful life of 15 years. The Group acquired Netcraft's technology, during the acquisition in 2022. On acquisition, this asset was measured at £15,589,000 being its fair value as at the date on which it was acquired. The amortisation expense is recognised in administrative expenses. During the year, the Group recognised an impairment charge of £3.4m in respect of intangible assets acquired as part of the FraudWatch acquisition. This arose as the Group’s continued transition to a single Netcraft brand, the redirection of FraudWatch domains to netcraft.com, and the completion of the migration of customers from the legacy FraudWatch platform to Netcraft systems. As a result, the Group concluded that the separately identifiable economic benefits previously attributable to the FraudWatch brand and related technology assets were no longer distinct. The impairment charge reflects management’s reassessment of the recoverable amount of those assets in light of the change in how they are used within the business.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 12. Tangible fixed assets #### Group​​​​​
| Leasehold improvements £ | Fixtures and fittings £ | Plant and machinery £ | Total £
--- | --- | --- | --- | ---
Cost |  |  |  |
At 1 January 2025 | 77,382 | 270,663 | 1,320,176 | 1,668,221
Additions | 65,715 | 121,280 | 186,073 | 373,068
Foreign exchange movements | (80) | (280) | (1,367) | (1,727)
At 31 December 2025 | 143,017 | 391,663 | 1,504,882 | 2,039,562
Depreciation and impairment |  |  |  |
At 1 January 2025 | (22,530) | (158,139) | (1,059,601) | (1,240,270)
Charge for the year on owned assets | (7,625) | (37,255) | (162,708) | (207,588)
Foreign exchange movements | 80 | 280 | 1,366 | 1,726
At 31 December 2025 | (30,075) | (195,114) | (1,220,943) | (1,446,132)
Net book value |  |  |  |
At 31 December 2025 | 112,942 | 196,549 | 283,939 | 593,430
At 31 December 2024 | 54,852 | 112,524 | 260,575 | 427,951
Company ​ The company had no tangible fixed assets at 31 December 2025 or 31 December 2024​.​
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 13. Investments
Company | 2025 £ | 2024 £
--- | --- | ---
Investments in subsidiary | 115,874,911 | 115,874,911
| Investments in subsidiaries £ | Total £
--- | --- | ---
Cost or valuation |  |
At 1 January 2025 | 115,874,911 | 115,874,911
Additions | - | -
Distributions | - | -
At 31 December 2025 | 115,874,911 | 115,874,911
Details of undertakings Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings |
NC Holdings Ltd | 63 Catherine Place, London, SW1E 6DY | Ordinary | 100 % | 100%
Parent company guarantee The subsidiary listed below are exempt from the Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as the company has guaranteed the subsidiary companies under Section 479C of the Act:
Company name | Company registration number
Netcraft Ltd |  | 02161164
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 14. Debtors
| Group 2025 £ | Group 2024 £ | Company 2025 £ | Company 2024 £
--- | --- | --- | --- | ---
Due within one year |  |  |  |
Trade debtors | 11,238,024 | 11,351,946 | - | -
Other debtors | 875,148 | 704,546 | - | -
Prepayments | 838,465 | 720,253 | - | -
Accrued income | 64,277 | 136,406 | - | -
Amounts owed by employees of connected company | 1,619,982 | 1,511,008 | 1,619,982 | 1,511,008
| 14,635,896 | 14,424,159 | 1,619,982 | 1,511,008
Included within the other debtors’ balance above is an amount of £185,472 (2024: £433,720) representing debtors falling due for payment after 1 year and a corporation tax asset of £251,870 ( 2024: £225,525 tax liability as shown in Note 16 ) . The amounts owed by employees of connected company relate to unpaid hurdle share s granted as part of the company’s share - based payments scheme (Note 19 ) and are due after more than 1 year. 15. Cash and Cash Equivalents
| 2025 £ | 2024 £
--- | --- | ---
Cash at bank | 7,757,534 | 3,721,752
Restricted cash | 45,720 | 103,440
| 7,803,254 | 3,825,192
The restricted cash balance represents retention bonus amounts held in escrow from past acquisitions and is not available for use by the entity for other purposes.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 16. Creditors
| Group 2025 £ | Group 2024 £ | Company 2025 £ | Company 2024 £
--- | --- | --- | --- | ---
Trade creditors | 143,192 | 448,738 | - | -
Other payables | 707,159 | 701,985 | - | -
Bank loans | 1,956,304 | 281,250 | - | -
Social security and other taxes | 87,557 | 501,585 | - | -
Accruals | 2,465,486 | 2,755,722 | - | -
Tax liabilities | - | 225,525 | - | -
Deferred income | 23,751,401 | 19,734,515 | - | -
Amounts owed to employees of connected company | 28,266 | - | 28,266 | -
| 29,139,365 | 24,649,320 | 28,266 | -
| Group 2025 £ | Group 2024 £ | Company 2025 £ | Company 2024 £
--- | --- | --- | --- | ---
Deferred income | 539,788 | 723,969 | - | -
Bank loans | 40,907,351 | 43,045,778 | - | -
Other payables | 176,658 | 176,658 | - | -
| 41,623,797 | 43,946,405 | - | -
Amounts due to the Group are repayable on demand and non-interest bearing . The bank loans are collateralised by the assets of the Group. The terms of the loans restrict the Group from making significant acquisitions or disposals without the consent of the lender. Interest is payable on a quarterly basis at a variable rate of SONIA plus 4.50% on the principal amount of £45.0 million as of 31 December 2025. The bank loan is stated net of issuance costs, which are accreted to interest expense over the term of the loan. There has been repayment of £1.0m made in 2025 of principal loan as well as further amortization of issuance costs over the five-year loan period. Additionally, £1.9m has been classified as creditors due within one year, as this amount is due for repayment within one year, while the remaining balance is due after one year .
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 17. Pension commitments #### Defined benefit pension plan The Group​ provides a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £999,198 (2024 - £831,958).
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 18. Share-based payments In the period, A Ordinary shares and A - 2 to A - 4 Ordinary shares were issued. The subscription price for these shares remains unpaid until the shares are distributable . The A Ordinary s hares vest 25% after one year and 1/48th every month following. The A - 2 through A - 4 O rdinary shares vest upon the satisfaction of distribution hur dles in excess of the original investment cost of invested capital. The shares are distributable upon a sale or IPO event if that event happens within the next 7 years, the employees remain in employment at that date and a hurdle valuation is reached. Details of the number and weighted average exercise prices (WAEP) of hurdle share s during the year are as follows
| Weighted average exercise price (pence) 2025 | Number 2025 | Number 2024 | Weighted average exercise price (pence) 2024
--- | --- | --- | --- | ---
Outstanding at 1 January 2025 | 7 | 21,484,384 | 16,803,481 | 7
Granted during the year | 8 | 1,562,635 | 4,984,416 | 7
Forfeited during the year | - | - | (303,513) | 6
Outstanding at 31 December 2025 | 7 | 23,047,019 | 21,484,384 | 7
Exercisable at 31 December 2025 | 7 | 13,733,820 | 11,565,683 | 8
The estimate of the grant date fair value of each hurdle share is based on an option pricing model that considers multiple outcomes.
Description | 2025 £ | 2024 £
--- | --- | ---
Expected volatility - % | 40 | 35
Expected life - years | 4 | 4
Risk-free interest rate % | 4 | 3
The Group recognised total expenses of £236,802 and £400,608 related to equity-settled share-based payment transactions in 2025 and 2024 respectively.
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 19. Share capital Allotted, called up and fully paid shares
| 2025 No. | 2025 £ | 2024 No. | 2024 £
--- | --- | --- | --- | ---
A Ordinary Shares of £0.01 each | 14,778,492 | 147,785 | 14,300,685 | 143,007
A-1 Ordinary shares of £0.01 each | 1,214,051 | 12,141 | 1,214,051 | 12,141
A-2 Ordinary shares of £0.01 each | 1,744,473 | 17,445 | 1,484,032 | 14,840
A-3 Ordinary shares of £0.01 each | 2,351,490 | 23,515 | 2,091,053 | 20,911
A-4 Ordinary shares of £0.01 each | 2,351,487 | 23,515 | 2,091,050 | 20,911
A-5 Ordinary shares of £0.01 each | 607,026 | 6,070 | 607,026 | 6,070
B Ordinary shares of £0.00001 each | 128,749,901 | 1,287 | 128,749,901 | 1,287
| 151,796,920 | 231,758 | 150,537,798 | 219,167
20. Reserves Group Profit and loss account: This reserve records retained earnings and accumulated losses. Share premium reserve: This reserve contains the premium arising on issue of equity shares, net of issue expenses. The changes to each component of equity resulting from items of other comprehensive income for the current period were as follows:
| Foreign currency translation 2025 £ | Total 2025 £
--- | --- | ---
Foreign currency translation gains | 124,837 | 124,837
Hurdle s hare reserve: This reserve arises in connection with the company’s equity -settled, share-based compensation plan under which the entity receives services from the employee as consideration for equity instruments in the entity. The amount of the reserve represents t he estimated fair value of the hurdle share s grante d which is calculated using an option pricing model and is recognised as an expense in the statement of comprehensive income over the period that the employee becomes unconditionally entitled to the hurdle shares (the vesting period), with a corresponding increase this reserve .
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 20. Reserves (continued) Company Profit and loss account: This reserve records retained earnings and accumulated losses. Share premium reserve: This reserve contains the premium arising on issue of equity shares, net of issue expenses. 21. Related party transactions During the reporting period the Group incurred a total of £282,592 in rental expenses. These related to a director of the reporting entity. There were no amounts outstanding as of 31 December 2025. 22. Provisions for liabilities
| 2025 £ | Total £ | 2024 £
--- | --- | --- | ---
At 1 January | 1,103,958 | 1,103,958 | 3,950,745
Adjustment brought forward balance | - |  | (31,156)
Prior period | (340,963) | (340,963) | (1,569,345)
Deferred tax expense | (106,658) | (106,658) | (1,212,725)
Exchange adjustment | (10,958) | (10,958) | (33,561)
At 31 December | 645,379 | 645,379 | 1,103,958
The Group has recogni sed a deferred tax current asset of £2,371,576 and current liability in the period of £3,016,954 . The change of deferred tax position in the period was due to the amortisation of goodwill since the election to deduct amortisation for tax following the Fraudwatch a cquisition. 23. Obligations under leases and hire purchase contracts #### Group Operating leases At 31 December 2025, the Group ​has total committed payments under operating leases, aged by when the cost is set to be accrued, as set out below:
| 2025 £ | 2024 £
--- | --- | ---
Not later than one year | 895,013 | 765,825
Later than one year and not later than five years | 1,156,715 | 1,876,257
Total | 2,051,728 | 2,642,082
NC Topco Limited Notes to the financial statements For the year ended 31 December 2025 24. Subsequent events T he Board has also considered the potential impact of the conflict in the Middle East on the business. While the broader geopolitical environment continues to be monitored carefully, the directors do not currently expect the conflict to have a significant direct impact on the Group. This assessment reflects the Group's diversified customer base and limited direct operational exposure in the affected region. There were no other subsequent events which would require disclosure in the financial statements.