Company registration number 09687883 (England and Wales)
NEBULA CLOUD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NEBULA CLOUD LIMITED
COMPANY INFORMATION
Director
H Stevens
Company number
09687883
Registered office
Unit 4 Riverside Business Park
Walnut Tree Close
Guildford
England
GU1 4UG
Auditor
Azets Audit Services
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
NEBULA CLOUD LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20
NEBULA CLOUD LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

Nebula Cloud Limited (''the Company) provides Unified Communications as a Service (UCaas) and VOIP (Voice Over IP) solutions to our channel partners.

During 2025, the Company continued to invest in developing its software products to cater to the requirements of its channel partners and their end customer users. In particular, the Company saw success in its transition to a recurring revenue model as well as the migration of customers away from the CS platform and onto the in house built, CS1 platform. Due to the focus on the platform migration, the company heavily incentivised customers to make the migration earlier in calendar year which resulted in migrations promotions of £1.5m. These migration promotions underpinned revenue reduction for the Company, with revenues reducing to £8.3m in 2025 from £9.4m in 2024, however, normalising revenue to exclude these promotions would see revenue growth of 4%.

The Company incurred an operating profit of £0.38m in 2025, compared to an operating profit of £0.32m in 2024.

Principal risks and uncertainties

As with any business, the Company is exposed to risks as an inherent part of creating value for its shareholders. The Company has in place, processes designed to identify these principal risks and to manage and mitigate the effect of them. The Board is responsible for ensuring that risks are properly considered, managed and mitigated. The Board is satisfied that the Company's risk management framework and internal control processes provide sufficient confidence such that the principal risks affecting the Company have been identified and addressed. The most significant risks to which the Company is exposed, and the mitigation of these risks, are set out below.

Market competition

The UCaaS and VOIP markets are subject to intense competition.

The Company continually assesses its market position, paying in particular attention to the changing dynamics of the reseller channels and adapting accordingly in order to acquire new partners to expand and remain competitive.

Operational execution

The Company provides products which require a high level of technical expertise to develop and support.

The Company invests in R&D and to maintain a high level of technical expertise, both internally and externally.

Service downtime

Downtime to our services, whether this is due to the system, network infrastructure issues or interruptions from our suppliers, creates disruption to our customers, and often not within our control. The Company manages these risks by having in place highly trained technical support staff to quickly identify the cause of any service downtime, as well as closely managing supplier relationships and SLAs to minimise any downtime.

People

The Group's technical nature of business depends on highly skilled employees.

The Group seeks to be an excellent employer and regularly monitors the engagement of its employees, as well as ensuring that remuneration packages are competitive. This is evidenced by the very high level of staff retention across the Company.

NEBULA CLOUD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The Company uses a number of both financial and non-financial key performance indicators to help measure its progress against its strategy and objectives, the development and performance of its business and also in monitoring and managing its principal risks.

The Company considers operating profit and recurring revenues as the key performance indicator when managing its business. Other financial KPIs include measures around the Company's gross margin, its performance year on year and against internal budgets, as well as its level of liquidity and working capital.

Non-financial key performance indicators include measures around operational efficiency (including supply chain, customer order book and new product introduction), brand and reputation, customer focus and employee satisfaction.

On behalf of the board

H Stevens
Director
24 July 2026
NEBULA CLOUD LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the Company continued to be that of retail sales of cloud communication.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid in the current or prior year. The director does not recommend payment of a final dividend.

Directors

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

H Stevens
D McKay
(Resigned 13 February 2026)
Statement of director's responsibilities

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the C ompany and of the profit or loss of the C ompany for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- state whether applicable United Kingdom Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

NEBULA CLOUD LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Medium-sized companies exemption

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

On behalf of the board
H Stevens
Director
24 July 2026
NEBULA CLOUD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEBULA CLOUD LIMITED
- 5 -
Opinion

We have audited the financial statements of Nebula Cloud Limited (the 'C ompany') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 C ompany'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 director 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 director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

NEBULA CLOUD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEBULA CLOUD LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the C ompany and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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

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

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of director's remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

NEBULA CLOUD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEBULA CLOUD LIMITED (CONTINUED)
- 7 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

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

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

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

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

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

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

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

Use of our report

This report is made solely to the C ompany'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 C ompany'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 C ompany and the C ompany's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Lawrence BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Ashcombe Court
Woolsack Way
Godalming
Surrey
GU7 1LQ
12 August 2026
NEBULA CLOUD LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
8,295,502
9,387,031
Cost of sales
(3,640,213)
(4,420,164)
Gross profit
4,655,289
4,966,867
Administrative expenses
(4,479,854)
(4,648,058)
Other operating income
202,476
-
0
Operating profit
4
377,911
318,809
Interest receivable and similar income
249,521
1,499,999
Profit before taxation
627,432
1,818,808
Tax on profit
7
-
0
(6,133)
Profit for the financial year
627,432
1,812,675

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 20 form part of these financial statements.

NEBULA CLOUD LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
8
25,525
43,081
Other intangible assets
8
12,002
13,373
Total intangible assets
37,527
56,454
Tangible assets
9
68,780
104,557
Investments
10
6,697,964
6,697,964
6,804,271
6,858,975
Current assets
Debtors
12
4,309,443
3,308,720
Cash at bank and in hand
1,963,795
1,029,068
6,273,238
4,337,788
Creditors: amounts falling due within one year
13
(31,834,744)
(30,438,276)
Net current liabilities
(25,561,506)
(26,100,488)
Total assets less current liabilities
(18,757,235)
(19,241,513)
Creditors: amounts falling due after more than one year
14
-
0
(143,154)
Net liabilities
(18,757,235)
(19,384,667)
Capital and reserves
Called up share capital
16
3,861
3,861
Share premium account
2,658,146
2,658,146
Profit and loss reserves
(21,419,242)
(22,046,674)
Total equity
(18,757,235)
(19,384,667)

The notes on pages 11 to 20 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 24 July 2026 and are signed on its behalf by:
H Stevens
Director
Company registration number 09687883 (England and Wales)
NEBULA CLOUD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
3,861
2,658,146
(23,859,349)
(21,197,342)
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
1,812,675
1,812,675
Balance at 31 December 2024
3,861
2,658,146
(22,046,674)
(19,384,667)
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
627,432
627,432
Balance at 31 December 2025
3,861
2,658,146
(21,419,242)
(18,757,235)

The notes on pages 11 to 20 form part of these financial statements.

NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Nebula Cloud Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the C ompany. Monetary a mounts in these financial statements are rounded to the nearest £.

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

Related party exemption

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

This c ompany is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he C ompany has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The Co mpany has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements contain information about Nebula Cloud Limited as an individual company and do not contain consolidated financial information as the parent of a group.

Nebula Cloud Limited is a wholly owned subsidiary of TopSwitch Limited and the results of Nebula Cloud Limited are included in the consolidated financial statements of TopSwitch Limited which are available to the public and can be obtained from its registered office, 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

1.2
Going concern

After making enquiries, the directors have a reasonable expectation that the C ompany has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
Tangible fixed assets

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

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

Fixtures and fittings
33% straight-line
Computers
33% straight-line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the C ompany. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

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

NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

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

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

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

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

1.9
Financial instruments

The C ompany has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the C ompany's balance sheet when the C ompany becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Equity instruments

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

1.11
Taxation

The tax expense represents the sum of the tax currently payabl e.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.12
Employee benefits

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

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

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

1.13
Retirement benefits

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

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The director do not believe there to be any key areas of judgement or key accounting estimates in the current or prior year.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Software sales
7,940,050
8,538,597
Hardware sales
355,452
848,434
8,295,502
9,387,031
2025
2024
£
£
Other revenue
Interest income
24,521
-
Dividends received
225,000
1,499,999
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(1,334)
491
Fees payable to the Company's auditor for the audit of the Company's financial statements
84,000
80,000
Depreciation of owned tangible fixed assets
64,139
63,483
(Profit)/loss on disposal of tangible fixed assets
(42)
607
Amortisation of intangible assets
18,927
17,899
Operating lease charges
145,214
177,279
NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
5
Employees

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

2025
2024
Number
Number
46
45

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,760,997
2,555,312
Social security costs
308,582
274,198
Pension costs
41,279
47,370
3,110,858
2,876,880
6
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
488,619
354,190
Company pension contributions to defined contribution schemes
56,343
9,908
544,962
364,098
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
300,000
292,000
Company pension contributions to defined contribution schemes
1,321
1,321
7
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
-
0
6,133
NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Taxation
(Continued)
- 17 -

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

2025
2024
£
£
Profit before taxation
627,432
1,818,808
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
156,858
454,702
Tax effect of expenses that are not deductible in determining taxable profit
10,882
67,605
Tax effect of income not taxable in determining taxable profit
-
0
(375,000)
Tax effect of utilisation of tax losses not previously recognised
(167,938)
(235,686)
Adjustments in respect of prior years
-
0
6,133
Group relief
-
0
84,346
Permanent capital allowances in excess of depreciation
-
0
4,033
Other permanent differences
198
-
0
Taxation charge for the year
-
6,133
8
Intangible fixed assets
Goodwill
Domain
Total
£
£
£
Cost
At 1 January 2025 and 31 December 2025
117,771
13,716
131,487
Amortisation and impairment
At 1 January 2025
74,690
343
75,033
Amortisation charged for the year
17,556
1,371
18,927
At 31 December 2025
92,246
1,714
93,960
Carrying amount
At 31 December 2025
25,525
12,002
37,527
At 31 December 2024
43,081
13,373
56,454
NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
9
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
46,237
235,461
281,698
Additions
4,821
23,541
28,362
At 31 December 2025
51,058
259,002
310,060
Depreciation and impairment
At 1 January 2025
28,221
148,920
177,141
Depreciation charged in the year
12,363
51,776
64,139
At 31 December 2025
40,584
200,696
241,280
Carrying amount
At 31 December 2025
10,474
58,306
68,780
At 31 December 2024
18,016
86,541
104,557
10
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
11
6,697,964
6,697,964
NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
11
Subsidiaries

Details of the Company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
PBX Hosting Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Wireless telecommunications activities
Ordinary
100.00
-
Suretec Systems Limited
1 Berry Street, Aberdeen, Aberdeenshire, Scotland, AB25 1HF
Wireless telecommunications activities
Ordinary
100.00
-
CallSwitch Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Other telecommunications activities
Ordinary
100.00
-
Ziron Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Other telecommunications activities
Ordinary
100.00
-
TelcoApi
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
0
100.00
FlexiChannels Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
0
100.00
PulseHD Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
100.00
-
Ziron Inc
1925 Lovering Ave, Wilmington, Newcastle, USA, 19806
Non trading
Ordinary
0
100.00
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
269,606
466,606
Amounts owed by group undertakings
3,152,291
2,104,469
Other debtors
5,021
-
0
Prepayments and accrued income
882,525
737,645
4,309,443
3,308,720
13
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
1,227,033
1,130,437
Amounts owed to group undertakings
29,323,610
27,420,169
Taxation and social security
448,035
763,059
Other creditors
357,051
582,674
Accruals and deferred income
479,015
541,937
31,834,744
30,438,276
NEBULA CLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
14
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
-
0
143,154
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
41,279
47,370

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

At the year end amounts outstanding in respect of the scheme were £13,789 (2024 - £17,889).

16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
389,500
389,500
3,861
3,861
17
Secured creditors

There is a secured fixed and floating charge over the assets of the C ompany in respect of a l oan drawn by CS1 Midco Limited.

18
Operating lease commitments
As lessee

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
103,455
108,000
19
Ultimate controlling party

The immediate parent Company is Bidswitch Limited.

The Company's ultimate parent Company and controlling party is TopSwitch Limited, a company registered in England and Wales at registered address, 33 Glasshouse Street, London, United Kingdom, W1B 5DG. This is also the largest group in which the results of the Company are consolidated. Copies of the group financial statements of TopSwitch Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

2025-12-31 2025-01-01 false false false CCH Software CCH Accounts Production 2026.100 H Stevens D McKay 09687883 2025-01-01 2025-12-31 09687883 bus:Director1 2025-01-01 2025-12-31 09687883 bus:Director2 2025-01-01 2025-12-31 09687883 bus:RegisteredOffice 2025-01-01 2025-12-31 09687883 2025-12-31 09687883 2024-01-01 2024-12-31 09687883 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 09687883 core:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 09687883 core:Goodwill 2025-12-31 09687883 core:Goodwill 2024-12-31 09687883 core:IntangibleAssetsOtherThanGoodwill 2025-12-31 09687883 core:IntangibleAssetsOtherThanGoodwill 2024-12-31 09687883 2024-12-31 09687883 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2025-12-31 09687883 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-31 09687883 core:FurnitureFittings 2025-12-31 09687883 core:ComputerEquipment 2025-12-31 09687883 core:FurnitureFittings 2024-12-31 09687883 core:ComputerEquipment 2024-12-31 09687883 core:WithinOneYear 2025-12-31 09687883 core:WithinOneYear 2024-12-31 09687883 core:AfterOneYear 2025-12-31 09687883 core:AfterOneYear 2024-12-31 09687883 core:CurrentFinancialInstruments core:WithinOneYear 2025-12-31 09687883 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 09687883 core:ShareCapital 2025-12-31 09687883 core:ShareCapital 2024-12-31 09687883 core:SharePremium 2025-12-31 09687883 core:SharePremium 2024-12-31 09687883 core:RetainedEarningsAccumulatedLosses 2025-12-31 09687883 core:RetainedEarningsAccumulatedLosses 2024-12-31 09687883 core:ShareCapital 2023-12-31 09687883 core:SharePremium 2023-12-31 09687883 core:RetainedEarningsAccumulatedLosses 2023-12-31 09687883 core:ShareCapitalOrdinaryShareClass1 2025-12-31 09687883 core:ShareCapitalOrdinaryShareClass1 2024-12-31 09687883 core:Goodwill 2025-01-01 2025-12-31 09687883 core:FurnitureFittings 2025-01-01 2025-12-31 09687883 core:ComputerEquipment 2025-01-01 2025-12-31 09687883 core:UKTax 2025-01-01 2025-12-31 09687883 core:UKTax 2024-01-01 2024-12-31 09687883 1 2025-01-01 2025-12-31 09687883 1 2024-01-01 2024-12-31 09687883 core:Goodwill 2024-12-31 09687883 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-31 09687883 2024-12-31 09687883 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2025-01-01 2025-12-31 09687883 core:FurnitureFittings 2024-12-31 09687883 core:ComputerEquipment 2024-12-31 09687883 core:Non-currentFinancialInstruments 2025-12-31 09687883 core:Non-currentFinancialInstruments 2024-12-31 09687883 core:Subsidiary1 2025-01-01 2025-12-31 09687883 core:Subsidiary2 2025-01-01 2025-12-31 09687883 core:Subsidiary3 2025-01-01 2025-12-31 09687883 core:Subsidiary4 2025-01-01 2025-12-31 09687883 core:Subsidiary5 2025-01-01 2025-12-31 09687883 core:Subsidiary6 2025-01-01 2025-12-31 09687883 core:Subsidiary7 2025-01-01 2025-12-31 09687883 core:Subsidiary8 2025-01-01 2025-12-31 09687883 core:Subsidiary1 1 2025-01-01 2025-12-31 09687883 core:Subsidiary2 2 2025-01-01 2025-12-31 09687883 core:Subsidiary3 3 2025-01-01 2025-12-31 09687883 core:Subsidiary4 4 2025-01-01 2025-12-31 09687883 core:Subsidiary5 5 2025-01-01 2025-12-31 09687883 core:Subsidiary6 6 2025-01-01 2025-12-31 09687883 core:Subsidiary7 7 2025-01-01 2025-12-31 09687883 core:Subsidiary8 8 2025-01-01 2025-12-31 09687883 core:CurrentFinancialInstruments 2025-12-31 09687883 core:CurrentFinancialInstruments 2024-12-31 09687883 core:Non-currentFinancialInstruments 1 2025-12-31 09687883 core:Non-currentFinancialInstruments 1 2024-12-31 09687883 bus:OrdinaryShareClass1 2025-01-01 2025-12-31 09687883 bus:OrdinaryShareClass1 2025-12-31 09687883 bus:OrdinaryShareClass1 2024-12-31 09687883 bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 09687883 bus:FRS102 2025-01-01 2025-12-31 09687883 bus:Audited 2025-01-01 2025-12-31 09687883 bus:FullAccounts 2025-01-01 2025-12-31 xbrli:pure xbrli:shares iso4217:GBP