Cybanetix Topco Limited
Annual Report and Financial Statements
For the year ended 31 January 2026
Company Registration No. 15805895 (England and Wales)
Cybanetix Topco Limited
Company Information
Directors
J Chiang
S Church
(Appointed 1 April 2025)
T M Dunn
M B Jakobsen
S A Rose
Company number
15805895
Registered office
The Coade Ninth Floor
98 Vauxhall Walk
London
England
SE11 5EL
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Cybanetix Topco Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 35
Cybanetix Topco Limited
Strategic Report
For the year ended 31 January 2026
Page 1

The directors present the strategic report for the year ended 31 January 2026.

Principal activity and business overview

Cybanetix Topco Limited is the holding company of a group specialising in cybersecurity services, delivered through its trading subsidiary, Cybanetix Limited.

Over the course of the year, the group continued to scale its operations, strengthening its position as a trusted provider of cybersecurity solutions to a growing and diverse client base. The group focuses on delivering high-quality managed services, advisory and technical solutions that safeguard clients’ systems, data and operations in an increasingly complex threat landscape.

Performance and development

The year represents a period of strong operational progress and growth.

Cybanetix Limited revenue increased by 23% year-on-year, driven by:

• expansion of the client base

• increased demand for managed cybersecurity services

• deeper engagement with existing clients

The group continued to invest significantly in:

• people, expanding technical, service delivery and commercial teams

• security operations centre (SOC) capabilities, including automation and proprietary tooling

• internal intellectual property, enhancing service quality and scalability

These investments underpin long-term growth, capability development and market positioning, which the Board considers key to building a scalable, high-quality platform.

Financial position and funding

The Group continues to demonstrate strong cash generation and financial resilience.

During the year:

• The group entered into a £4.0m term loan facility with Shawbrook Bank

• £3.5m of proceeds were used to refinance existing loan instruments, simplifying the capital structure

• A £0.5m undrawn facility remains available to support future growth

The group ended the year with a healthy cash position of £4.0m (2025: £2.7m), supported by continued positive operating cash flows.

This strengthened funding structure provides:

• improved financial flexibility

• a stable platform for continued investment

• reassurance to clients and stakeholders regarding the group’s financial strength

Position as a growing medium-sized business

During the year, the group transitioned from a small to a medium-sized enterprise, reflecting its continued growth in revenue, headcount and operational scale.

This milestone demonstrates:

• the success of the group’s growth strategy

• increasing market presence and credibility

• enhanced capability to deliver complex, enterprise-level engagements

Cybanetix Topco Limited
Strategic Report (Continued)
For the year ended 31 January 2026
Page 2

Strategy and outlook

The group’s strategy remains focused on:

• scaling managed services capabilities

• continued investment in SOC automation and innovation

• expanding its client base across key sectors

• developing proprietary tools and accelerators

The cybersecurity market continues to grow rapidly, driven by increasing regulatory requirements and evolving threats.

The Board believes the group is well-positioned to capitalise on these trends.

Looking ahead, the group will continue to balance:

• investment in growth and capability

• disciplined financial management

• delivery of high-quality client outcomes

Principal risks and uncertainties

The group faces a number of risks typical of a growing cybersecurity business:

Competition

The market remains competitive. The group manages this by fostering strong client relationships, offering differentiated services, and maintaining high service quality.

Technology and innovation

Rapid technological change demands continuous investment. The group tackles this by consistently developing internal tools, SOC capabilities, and technical expertise.

People and talent

Attracting and retaining talented cybersecurity professionals is essential. The group offers a competitive employee proposition and invests in training and development.

Financial risk

The group’s main financial risk concerns credit risk from trade receivables. This is mitigated by engaging with high-quality clients and continuously monitoring credit exposure.

Research and development

The group continues to invest in developing its proprietary cybersecurity capabilities, including SOC automation, analytical tools, and service accelerators.

These investments:

- enhance efficiency and scalability

- improve client outcomes

- provide competitive differentiation

Where appropriate, development costs are capitalised in line with accounting policies.

Cybanetix Topco Limited
Strategic Report (Continued)
For the year ended 31 January 2026
Page 3
Key performance indicators

The Board monitors performance using a range of financial and operational KPIs and produces an annual business plan and comprehensive monthly management information detailing revenues, profitability, cash flow, and operational metrics.

| To 31 Jan | To 31 Jan
2026 | 2025
Financial KPls |  |
Revenue | £14.0 m | £6.0 m
Gross profit | £4.0 m | £1.7 m
Gross profit percentage | 28% | 2 8%
Cash at bank and in hand | £4.0 m | £2.7 m
Non-financial KPIs |  |
Average staff numbers | 8 1 | 61

Stakeholders

The Board recognises its responsibilities to key stakeholders, including clients, employees, suppliers, shareholders and the wider community.

Clients

The group maintains a strong focus on client satisfaction, supported by ongoing engagement and high service standards. The group continues to maintain industry certifications including ISO 9001, ISO 14001, ISO 27001, PCI DSS and Cyber Essentials.

Employees

The group invests in its people through competitive remuneration, training and career development, recognising that employee engagement is central to long-term success.

Suppliers

The group maintains strong relationships with key suppliers to ensure consistent service delivery.

Cybanetix Topco Limited
Strategic Report (Continued)
For the year ended 31 January 2026
Page 4

Culture and company values

The group’s culture is built around:

- Integrity

- Collaboration

- Innovation

- Client focus

- Work-life balance (Get Busy Living)

These values underpin decision-making and behaviour across the organisation and support the delivery of high-quality services.

The values form a part of all staff annual appraisals and periodic review meetings. The values are set out below.

Integrity - by having open and honest conversations with clients and our own people, we bring insights and viewpoints that may be challenging but reflect our honest opinions of both the task at hand and timelines.

Collaborati on - working as a team, collaborating with our clients, we naturally deliver high-quality solutions. We look at our clients' challenges from as many angles as possible to develop the best solution that meets their cybersecurity needs. One team where everyone plays their part.

Innovati on - we recognise the need to innovate and adapt to constantly changing demands and challenges. Our team has in-depth cybersecurity expertise, enabling them to utilise new tools and ideas to deliver genuine business value to our clients.

Client f ocus - our team provide practical, innovative solutions. They are honest and approachable, providing advice that helps our clients meet their cybersecurity goals.

Work-life balance (Get Busy Living) - we provide an employer proposition that enables our team to enjoy their time both in and out of work.

On behalf of the board

M B Jakobsen
Director
1 July 2026
Cybanetix Topco Limited
Directors' Report
For the year ended 31 January 2026
Page 5

The directors present their annual report and financial statements for the year ended 31 January 2026.

In accordance with Section 414C(11) of the Companies Act 2006, information relating to future developments and risk management are included in the Strategic Report.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

J Chiang
S Church
(Appointed 1 April 2025)
T M Dunn
M B Jakobsen
S A Rose
Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.

On behalf of the board
M B Jakobsen
Director
1 July 2026
Cybanetix Topco Limited
Directors' Responsibilities Statement
For the year ended 31 January 2026
Page 6

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

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Cybanetix Topco Limited
Independent Auditor's Report
To the Members of Cybanetix Topco Limited
Page 7
Opinion

We have audited the financial statements of Cybanetix Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 January 2026 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.

Cybanetix Topco Limited
Independent Auditor's Report (Continued)
To the Members of Cybanetix Topco Limited
Page 8

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Cybanetix Topco Limited
Independent Auditor's Report (Continued)
To the Members of Cybanetix Topco Limited
Page 9
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- 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. 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.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Cybanetix Topco Limited
Independent Auditor's Report (Continued)
To the Members of Cybanetix Topco Limited
Page 10

Explanation as to what extent 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

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

Kevin Veitch (Senior Statutory Auditor)
2 July 2026
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
6th Floor
9 Appold Street
London
EC2A 2AP
Cybanetix Topco Limited
Group Statement of Comprehensive Income
For the year ended 31 January 2026
Page 11
Year
Period
ended
ended
31 January
31 January
2026
2025
Notes
£
£
Turnover
3
14,010,309
6,024,759
Cost of sales
(10,017,654)
(4,325,072)
Gross profit
3,992,655
1,699,687
Administrative expenses
(6,058,447)
(2,514,580)
Other operating income
1,103
128
Operating loss
4
(2,064,689)
(814,765)
Interest receivable and similar income
7
418
-
0
Interest payable and similar expenses
8
(3,101,399)
(1,294,822)
Loss before taxation
(5,165,670)
(2,109,587)
Tax on loss
9
18,386
(35,372)
Loss for the financial year
(5,147,284)
(2,144,959)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 18 to 35 form part of these financial statements.

Cybanetix Topco Limited
Group Balance Sheet
As at 31 January 2026
Page 12
2026
2025
Notes
£
£
£
£
Fixed assets
Goodwill
10
20,917,872
23,361,794
Other intangible assets
10
147,628
-
0
Total intangible assets
21,065,500
23,361,794
Tangible assets
11
111,800
132,754
21,177,300
23,494,548
Current assets
Debtors
14
2,874,187
2,041,971
Cash at bank and in hand
3,963,672
2,728,821
6,837,859
4,770,792
Creditors: amounts falling due within one year
15
(5,617,209)
(3,920,391)
Net current assets
1,220,650
850,401
Total assets less current liabilities
22,397,950
24,344,949
Creditors: amounts falling due after more than one year
16
(29,414,971)
(26,212,825)
Provisions for liabilities
Deferred tax liability
18
(27,949)
(33,188)
(27,949)
(33,188)
Net liabilities
(7,044,970)
(1,901,064)
Capital and reserves
Called up share capital
21
2,481
2,452
Share premium account
244,792
241,443
Profit and loss reserves
(7,292,243)
(2,144,959)
Total equity
(7,044,970)
(1,901,064)

The notes on pages 18 to 35 form part of these financial statements.

Cybanetix Topco Limited
Group Balance Sheet (Continued)
As at 31 January 2026
2026
2025
Notes
£
£
£
£
Page 13

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

The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
01 July 2026
M B Jakobsen
Director
Company Registration No. 15805895
Cybanetix Topco Limited
Company Balance Sheet
As at 31 January 2026
Page 14
2026
2025
as restated
Notes
£
£
£
£
Fixed assets
Investments
12
1
1
Current assets
Debtors
14
15,234,412
13,599,354
Creditors: amounts falling due within one year
15
(1)
(1)
Net current assets
15,234,411
13,599,353
Total assets less current liabilities
15,234,412
13,599,354
Creditors: amounts falling due after more than one year
16
(14,937,820)
(13,337,339)
Net assets
296,592
262,015
Capital and reserves
Called up share capital
21
2,481
2,452
Share premium account
244,792
241,443
Profit and loss reserves
49,319
18,120
Total equity
296,592
262,015

The notes on pages 18 to 35 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £31,199 (2025 - £18,120 profit).

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 1 July 2026 and are signed on its behalf by:
01 July 2026
M B Jakobsen
Director
Company Registration No. 15805895
Cybanetix Topco Limited
Group Statement of Changes in Equity
For the year ended 31 January 2026
Page 15
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 27 June 2024
-
0
-
0
-
0
-
Period ended 31 January 2025:
Loss and total comprehensive income
-
-
(2,144,959)
(2,144,959)
Issue of share capital
21
2,452
241,443
-
243,895
Balance at 31 January 2025
2,452
241,443
(2,144,959)
(1,901,064)
Period ended 31 January 2026:
Loss and total comprehensive income
-
-
(5,147,284)
(5,147,284)
Issue of share capital
21
29
3,349
-
3,378
Balance at 31 January 2026
2,481
244,792
(7,292,243)
(7,044,970)

The notes on pages 18 to 35 form part of these financial statements.

Cybanetix Topco Limited
Company Statement of Changes in Equity
For the year ended 31 January 2026
Page 16
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 January 2025:
Balance at 27 June 2024
-
0
-
0
-
0
-
Period ended 31 January 2025:
Profit and total comprehensive income for the period
-
-
18,120
18,120
Issue of share capital
21
2,452
241,443
-
243,895
Balance at 31 January 2025
2,452
241,443
18,120
262,015
Period ended 31 January 2026:
Profit and total comprehensive income
-
-
31,199
31,199
Issue of share capital
21
29
3,349
-
3,378
Balance at 31 January 2026
2,481
244,792
49,319
296,592

The notes on pages 18 to 35 form part of these financial statements.

Cybanetix Topco Limited
Group Statement of Cash Flows
For the year ended 31 January 2026
Page 17
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
1,316,727
414,252
Net cash inflow from operating activities
1,316,727
414,252
Investing activities
Purchase of subsidiaries, net of cash acquired
-
(22,124,924)
Purchase of intangible assets
(147,628)
-
Purchase of tangible fixed assets
(40,693)
(26,500)
Interest received
418
-
0
Net cash used in investing activities
(187,903)
(22,151,424)
Financing activities
Proceeds from issue of shares
3,378
243,895
Proceeds from the issue of preferences shares and loan notes
411,179
24,306,107
Redemption of loan notes
(3,439,731)
-
Proceeds from new bank loans
3,770,750
-
Repayment of bank loans
(10,204)
(83,738)
Payment of deferred consideration
(16,372)
-
Interest paid
(612,973)
(271)
Net cash generated from financing activities
106,027
24,465,993
Net increase in cash and cash equivalents
1,234,851
2,728,821
Cash and cash equivalents at beginning of year
2,728,821
-
0
Cash and cash equivalents at end of year
3,963,672
2,728,821

The notes on pages 18 to 35 form part of these financial statements.

Cybanetix Topco Limited
Notes to the Group Financial Statements
For the year ended 31 January 2026
Page 18
1
Accounting policies
Company information

Cybanetix Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Coade Ninth Floor, 98 Vauxhall Walk, London, England, SE11 5EL.

The group consists of Cybanetix Topco Limited and all of its subsidiaries.

1.1
Reporting period

The comparative period was for the period from incorporation on 27 June 2024 to 31 January 2025.

1.2
Basis of preparation

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

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

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

The company 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
1
Accounting policies
(Continued)
Page 19
1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Cybanetix Topco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

The group generated a loss for the period of £5.15m (2025: £2.14m) and had net liabilities at the reporting date of £7.04m (2025: £1.90m), although they are in a net current asset position of £1.22m (2025: £850k). Whilst the directors are aware of the company and group's net liability position, this is due to the terms attached to the preference share instruments which have been put in place to fund the group's investments.

The preference shares, which make up £14.94m (2025: £13.34m) of the group's liabilities, are due to the company's majority shareholders, who view these as equity instruments. As a consequence, the directors are confident that this instrument is not going to be redeemed in the foreseeable future and that the group is being well capitalised. In addition there are loan notes amounting to £10.08m (2025: £12.24m) which are not repayable until 2034.

Having reviewed the group's trading and cash flow forecasts, the directors have a reasonable expectation that the group will generate sufficient cash to meet its obligations as they fall due. These forecasts have been sensitised to reflect the challenging economic environment. It is on this basis; the directors have adopted the going concern basis of accounting when preparing these financial statements.

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
1
Accounting policies
(Continued)
Page 20
1.6
Revenue

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.

Turnover is comprised of revenue from the sale of licences and the provision of services. Turnover from the sale of licences is recognised in full at the licence commencement date. Revenue is not recognised for any future period or successive licence renewals where invoicing is deferred until the start of that period or renewal. Turnover from the provision of services is recognised on a monthly basis over the term of the service contract. The level of completion of the service contract is measured by comparing the service completed to date to the total estimated contract cost.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business 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, which is 10 years.

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.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Development costs
20% - 33% straight line
1.9
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
20% straight line
Computer equipment
33% reducing balance
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
1
Accounting policies
(Continued)
Page 21

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 recognised in the profit and loss account.

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.12
Cash and cash equivalents

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

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
1
Accounting policies
(Continued)
Page 22
1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
1
Accounting policies
(Continued)
Page 23
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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

Other financial liabilities

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

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

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

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

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

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
1
Accounting policies
(Continued)
Page 24
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
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.

1.17
Retirement benefits

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

1.18
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 group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 25
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of goodwill

Goodwill on acquisition of subsidiary undertakings are shown at cost less provision for impairment and accumulated amortisation. Goodwill from the acquisition of subsidiaries is amortised over 10 years, which is estimated to be the useful life of Goodwill. This useful life has been estimated based on the length of service contracts that they have in place with customers and their respective renewal rates.

The carrying values of goodwill are reviewed for impairment when an event or changes in circumstances indicate the carrying value may not be fully recoverable. Goodwill from the acquisition of subsidiaries is amortised over 10 years, which is estimated to be the useful life of Goodwill. This useful life has been estimated based on the length of service contracts that they have in place with customers and their respective renewal rates.

Depreciation of tangible assets and amortisation of intangible assets

Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives. The company estimates the useful lives based on their historical experience and expectations of how long the assets will be used within the business.

Provision for doubtful debts

The recoverability of trade debtors is regularly reviewed in the light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable.

3
Turnover
2026
2025
£
£
Turnover analysed by class of business
Cybersecurity services
14,010,309
6,024,759

The majority of the turnover arises from operations in the United Kingdom. There are no other material geographical markets.

4
Operating loss
2026
2025
£
£
Operating loss for the period is stated after charging:
Exchange losses
21,503
1,999
Fees payable to the group's auditor for the audit of the group's financial statements
25,500
22,500
Depreciation of tangible fixed assets
61,647
25,615
(Profit)/loss on disposal of tangible fixed assets
-
776
Amortisation of intangible assets
2,443,922
1,077,427
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
Page 26
5
Employees

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

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
81
61
0
0

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
5,540,663
1,798,233
-
0
-
0
Social security costs
727,176
242,573
-
-
Pension costs
137,967
51,538
-
0
-
0
6,795,989
2,092,344
-
0
-
0
6
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
417,554
161,086
Company pension contributions to defined contribution schemes
11,065
4,841
428,619
165,927
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 2).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
188,560
-
Company pension contributions to defined contribution schemes
5,657
-

As total directors' remuneration was less than £200,000 in the prior period, no disclosure is provided for that period.

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
Page 27
7
Interest receivable and similar income
2026
2025
£
£
Interest income
Other interest income
418
-
8
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
159,197
698
Other interest on financial liabilities
2,942,202
1,294,124
Total finance costs
3,101,399
1,294,822
9
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
-
0
13,147
Adjustments in respect of prior periods
(13,147)
-
0
Total current tax
(13,147)
13,147
Deferred tax
Origination and reversal of timing differences
(5,239)
22,225
Total tax (credit)/charge
(18,386)
35,372
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
9
Taxation
(Continued)
Page 28

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

2026
2025
£
£
Loss before taxation
(5,165,670)
(2,109,587)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(1,291,418)
(527,397)
Tax effect of expenses that are not deductible in determining taxable profit
617,924
626,334
Tax effect of utilisation of tax losses not previously recognised
(63,901)
-
0
Unutilised tax losses carried forward
400,120
-
0
Change in unrecognised deferred tax assets
332,036
(63,565)
Adjustments in respect of prior years
(13,147)
-
0
Taxation (credit)/charge
(18,386)
35,372
10
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 February 2025
24,439,221
-
0
24,439,221
Additions - internally developed
-
0
147,628
147,628
At 31 January 2026
24,439,221
147,628
24,586,849
Amortisation and impairment
At 1 February 2025
1,077,427
-
0
1,077,427
Amortisation charged for the year
2,443,922
-
0
2,443,922
At 31 January 2026
3,521,349
-
0
3,521,349
Carrying amount
At 31 January 2026
20,917,872
147,628
21,065,500
At 31 January 2025
23,361,794
-
0
23,361,794
The company had no intangible fixed assets at 31 January 2026 or 31 January 2025.
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
Page 29
11
Tangible fixed assets
Group
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 1 February 2025
40,710
294,379
335,089
Additions
-
0
40,693
40,693
At 31 January 2026
40,710
335,072
375,782
Depreciation and impairment
At 1 February 2025
4,726
197,609
202,335
Depreciation charged in the year
8,820
52,827
61,647
At 31 January 2026
13,546
250,436
263,982
Carrying amount
At 31 January 2026
27,164
84,636
111,800
At 31 January 2025
35,984
96,770
132,754
The company had no tangible fixed assets at 31 January 2026 or 31 January 2025.
12
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2025 and 31 January 2026
1
Carrying amount
At 31 January 2026
1
At 31 January 2025
1
13
Subsidiaries

Details of the company's subsidiaries at 31 January 2026 are as follows:

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
13
Subsidiaries
(Continued)
Page 30
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Cybanetix Midco 1 Limited
1
Ordinary
100
-
Cybanetix Midco 2 Limited
1
Ordinary
0
100
Cybanetix Bidco Limited
1
Ordinary
0
100
Cybanetix Limited
1
Ordinary
0
100

Registered office addresses (all UK unless otherwise indicated):

1) The Coade Ninth Floor, 98 Vauxhall Walk, London, England, SE11 5EL
14
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
as restated
Trade debtors
1,773,004
1,505,544
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
8,702,939
7,767,465
Other debtors
61,386
186,067
-
0
-
0
Prepayments and accrued income
1,039,797
350,360
-
0
-
0
2,874,187
2,041,971
8,702,939
7,767,465
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
0
-
0
6,531,473
5,831,889
Total debtors
2,874,187
2,041,971
15,234,412
13,599,354

Company only

Amounts falling due within one year totaling £8.70 m (2025: as restated £7.77 m) relate to unsecured intercompany loans receivable bearing interest at 12% per annum, repayable on demand. All other intercompany trading balances receivable are interest free and repayable on demand.

Amounts falling due after more than one year totaling £6.53 m (2025: as restated £5.83 m) relate to unsecured intercompany loans receivable bearing interest at 12% per annum, due in 2034, or earlier if a trigger event occurs.

Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
Page 31
15
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans
17
10,648
10,080
-
0
-
0
Trade creditors
1,525,349
1,243,243
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1
1
Corporation tax payable
-
0
13,147
-
0
-
0
Other taxation and social security
625,184
601,180
-
0
-
0
Deferred income
19
2,800,213
1,558,507
-
0
-
0
Other creditors
42,879
32,053
-
0
-
0
Accruals and deferred income
612,936
462,181
-
0
-
0
5,617,209
3,920,391
1
1
16
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans and overdrafts
17
3,790,014
12,364
-
0
-
0
Other creditors
25,624,957
26,200,461
14,937,820
13,337,339
29,414,971
26,212,825
14,937,820
13,337,339

Included within other creditors are Preference A Shares and Preference B Shares with a total value of approximately £14.94m (2025: £13.34m) inclusively of accumulated interest. Interest is charged at 12% per annum compounded annually on 31 January. Interest charged on the preference shares for the year ended 31 January 2026 amounted to £1.6m (2025: £674k).

Included within other creditors are loan notes amounting to £10.08m (2025: £12.24m) repayable in 2034. Interest is charged at 12% per annum.

Included within other creditors is £604k (2025: £620k) in respect of deferred consideration with regards to the acquisition of Cybanetix Limited in an earlier period.

17
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Bank loans
3,800,662
22,444
-
0
-
0
Payable within one year
10,648
10,080
-
0
-
0
Payable after one year
3,790,014
12,364
-
0
-
0
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
17
Loans and overdrafts
(Continued)
Page 32

Included in borrowings is a bank loan amounting to £12,240 at the reporting date (2025: £22,444), repayable in monthly instalments. Monthly instalments continued until the final instalment on 16 March 2027, with interest charged at 2.55%.

During the year the group drew down on bank loans, less arrangement fees, of £3,770,750. The bank loan is repayable by monthly instalments starting on 31 October 2027 until 29 September 2030. Interest is charged on the outstanding loan amounts at SONIA plus 6.50%. The bank loan facility is secured by a fixed and floating charge over the trade and assets of the company and its group undertaking.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2026
2025
Group
£
£
Accelerated capital allowances
27,949
33,188
The company has no deferred tax assets or liabilities.
Group
Company
2026
2026
Movements in the year:
£
£
Liability at 1 February 2025
33,188
-
Credit to profit or loss
(5,239)
-
Liability at 31 January 2026
27,949
-

T he deferred tax liability set out above is expected to reverse within 12 month and relates to accelerated capital allowances that are expected to mature within the same period.

19
Deferred income
Group
Company
2026
2025
2026
2025
£
£
£
£
Deferred income
2,800,213
1,558,507
-
-
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
Page 33
20
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
137,967
51,538

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
111,975
111,975
1,120
1,120
B Ordinary shares of 1p each
108,025
108,025
1,080
1,080
C Ordinary shares of 1p each
28,126
25,189
281
252
248,126
245,189
2,481
2,452

The A Ordinary shares of £0.01 each, B Ordinary shares of £0.01 each and C Ordinary shares of £0.01 each rank pari passu in all respects, except for the C Ordinary shares of £0.01 each do not carry any voting rights, and the share classes are subject to differing economic entitlements under the company’s capital distribution waterfall.

On 6 May 2025 the company issued 2,937 C Ordinary shares of £0.01 each for a total consideration of £3,378.

22
Financial commitments

Fixed and floating charges are secured over the trade and assets of the business in relation to shareholder borrowings available to the wider group.

23
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2026
2025
£
£
Aggregate compensation
1,506,161
634,957
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
23
Related party transactions
(Continued)
Page 34
Other information

In accordance with FRS102 section 33 paragraph 33.1A, the company has not disclosed transactions with wholly owned subsidiaries or its parent company within the same group.

Company:

As at the reporting date preference share loans due to a significant shareholder amounted to £8.51m (2025: £7.60m). During the year interest payable was recognised on the loans of £912k (2025: £384k). Interest is charged at 12% per annum compounded annually on 31 January.

Rest of group:

Included within creditors due after more than one year are loans due to a significant shareholder amounting to £5.38 m (2025: £7.58 m). Interest payable amounting to £801k (2025: £384k) was charged at 12% on the loan during the year. The loan is secured by way of a fixed and floating charge over the trade and assets of the business and is repayable in 2034.

Included within creditors due within one year is an amount due to a significant shareholder amounting to £1 6k (2025: £1 5k). During the year expenditure of £52k (2025: £22 k) was recognised from costs incurred from the parent group. The balance are unsecured and interest free.

24
Controlling party

There is no one ultimate beneficial owner of the group.

25
Cash generated from group operations
2026
2025
£
£
Loss after taxation
(5,147,284)
(2,144,959)
Adjustments for:
Taxation (credited)/charged
(18,386)
35,372
Finance costs
3,101,399
1,294,822
Investment income
(418)
-
0
(Gain)/loss on disposal of tangible fixed assets
-
776
Amortisation and impairment of intangible assets
2,443,922
1,077,427
Depreciation and impairment of tangible fixed assets
61,647
25,615
Movements in working capital:
Increase in debtors
(797,682)
(647,985)
Increase in creditors
431,823
1,089,241
Increase/(decrease) in deferred income
1,241,706
(316,057)
Cash generated from operations
1,316,727
414,252
Cybanetix Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 January 2026
Page 35
26
Analysis of changes in net funds - group
1 February 2025
Cash flows
31 January 2026
£
£
£
Cash at bank and in hand
2,728,821
1,234,851
3,963,672
Borrowings excluding overdrafts
(22,444)
(3,778,218)
(3,800,662)
2,706,377
(2,543,367)
163,010
27
Prior period adjustment
Reconciliation of changes in equity - company
31 January
2025
Notes
£
Adjustments to prior year
Interest on intercompany loans receivable
1
692,550
Total adjustments
692,550
Equity as previously reported
(430,535)
Equity as adjusted
262,015
Analysis of the effect upon equity
Profit and loss reserves
692,550
692,550
Reconciliation of changes in loss for the previous financial period
2025
Notes
£
Adjustments to prior year
Interest on intercompany loans receivable
1
692,550
Loss as previously reported
(674,430)
Profit as adjusted
18,120
Notes to reconciliation
1 - Intercompany loans receivable

Intercompany loans receivable have been adjusted to recognise interest at 12% per annum, which had not been applied in the prior year, where the loans were previously treated as interest-free. Intercompany loans receivable in 2034 totalling £5.83m have been adjusted in the prior period to debtors falling due after more than one year, previously treated as receivable on demand in debtors falling due within one year.

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