ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 13598503

UBDS GROUP HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

UBDS GROUP HOLDINGS LTD

COMPANY INFORMATION

Directors	D Patel
	S Patel (resigned 19 June 2026)
	K Wheeler


Registered number	13598503


Registered office	Level 1 Brockbourne House
	77 Mount Ephraim
	Tunbridge Wells
	Kent
	England
	TN4 8BS


Independent auditor	MHA
	Lyndean House
	30-32 Albion Place
	Maidstone
	Kent
	ME14 5DZ

UBDS GROUP HOLDINGS LTD

CONTENTS

	Page
Group Strategic Report	1 - 6
Directors' Report	7 - 8
Directors' Responsibilities Statement	9
Independent Auditor's Report	10 - 13
Consolidated Statement of Comprehensive Income	14
Consolidated Balance Sheet	15
Company Balance Sheet	16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Notes to the Financial Statements	19 - 42

UBDS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

Overview

The Directors are pleased to present the Strategic Report for UBDS Group Holdings Ltd (the Company) for the year ended 30 November 2025. The UBDS Group operates in the IT services sector, providing end-to-end digital lifecycle services across digital consulting, cloud platforms, data and AI, cybersecurity, managed IT services, and portfolio, programme and project management, primarily for public sector and regulated industry clients.

2025 was a year of continued revenue growth, integration and operational development following the strategic acquisitions completed in 2024. The Group broadened its market proposition through UBDS IT Consulting Ltd, trading as UBDS Digital, Rayo Cloud Ltd and 3B Data Security Ltd. It also incorporated UBDS India Private Limited on 31 January 2025, providing a platform for scalable delivery support, operational excellence and internal capability development.

On 19th June 2026, the strength of the Group’s market position was recognised through a material minority investment in the Group by private equity investor LDC (part of the Lloyds Banking Group). LDC’s investment is intended to support the Group’s organic and acquisition-led growth strategy.

2025 Highlights

Revenue Growth: Consolidated turnover increased to £30.951 million (2024: £27.672 million), an increase of £3.279 million or 11.8%. Consultancy services revenue increased by 13.9% to £23.712 million, while third-party services and licences resold increased by 5.7% to £7.239 million.

Market headwinds during 2025 were offset by the continued success of our public sector bid team, as the Group’s sector experience and credentials continued to deliver returns. Procurement delays in contracting some of the larger wins secured in the final quarter constrained growth during the year. However, these contracts positioned the Group exceptionally well for 2026. At the time, they represented the largest contract awards in the Group’s history, are multi-year in nature and have significantly broadened our footprint in core multi-cloud services across Amazon and Microsoft technology stacks.

Profitability: Gross profit increased to £12.986 million (2024: £10.781 million), with gross margin improving to 42.0% (2024: 39.0%), reflecting an improved delivery mix and a reduction in the proportion of subcontracted services. Subcontracting is expected to reduce further in 2026 as the large network transformation programmes delivered over recent years draw to a close. Group EBITDA amounted to £4.7m (15%), down from £5.2m (18%) in 2024, due to a combination of integration and growth investments, including the incorporation of UBDS India.

Rayo Cloud and 3B Data Security integration: Rayo Cloud Ltd and 3B Data Security Ltd were integrated into the Group operating model, expanding the Group’s proposition across AWS-led cloud, data and AI, digital forensics, incident response, PCI, penetration testing, managed security services and security training. At the year end, Rayo was held 100% by the Group and 3B Data Security was held 80% by the Group, with the remaining 20% of 3B acquired post year end on 27th February 2026.

Managed Services and SOC: The Group continued to deliver and strengthen its Managed Services and Security Operations Centre propositions, supporting its long term service relationships and customer partnerships.

Capability hub: UBDS India Private Limited was incorporated during the year, providing a foundation for future delivery scalability, internal process support and capability development.

Page 1

UBDS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Group Financial Performance with Key Performance Indicators

Much of the SOCI is covered in the Overview above. In addition, administrative expenses increased to £11.916 million (2024: £9.255 million). The increase reflected the enlarged Group structure, investment in senior sales and delivery leadership, the development of shared services, additional professional fees, office and infrastructure costs, and continued investment in software, security and systems. Group staff costs increased to £13.504 million (2024: £9.742 million), with the average monthly number of employees increasing to 147 (2024: 133). This demonstrates continued investment in capability, while also underlining the need to maintain utilisation and pricing discipline.

The Group generated an operating profit of £0.826 million (2024: £1.526 million), primarily after goodwill amortisation, and a profit before tax of £0.872 million. It reported a loss after tax of £0.884 million (2024: profit £0.523 million).

The effective tax charge of £1.756 million was significantly higher than the UK corporation tax rate because goodwill amortisation and certain other costs are not deductible for tax purposes. This is a structural feature of the accounting treatment of prior business combinations and does not alter the Directors' view of the Group’s underlying trading capacity.

The Group ended the year with fixed assets of £23.485 million, principally comprising goodwill and other intangible assets. Current assets were £10.151 million, including trade debtors of £6.587 million, prepayments and accrued income of £2.308 million, and cash at bank of £0.715 million. Current creditors were £5.401 million, resulting in net current assets of £4.750 million. Shareholders' funds were £28.236 million. The reduction in cash from £5.302 million in 2024 reflected dividends paid in the first half of the year strategic investments throughout and corporation tax and VAT payments on account and the timing of major programme billing in the latter half. Nonetheless, the Group ended the year with no external bank debt, and the cash lock-up began to unwind shortly after the year end with the Group returning to being cash generative thereafter.

The Directors monitor a range of key performance indicators, including statutory turnover, gross profit, gross margin, operating profit, cash, net current assets, debtors, accrued income, utilisation, fee rates, new sales bookings, contracted backlog and staff costs. During 2025, particular management attention was given to working capital and project lock-up, including reducing work in progress and accrued income associated with major programmes. The November management accounts showed material year-end billing activity and a reduction in net work in progress for UBDS Digital compared with the previous month, a trend that continued post year-end.

UBDS Digital

UBDS IT Consulting Ltd, trading as UBDS Digital, remains the Group's principal trading business and the central platform for delivery, client engagement, commercial management and shared services. UBDS Digital provides digital consulting, cloud platforms, data and AI, cybersecurity, P3M and managed services. Its position as a digital lifecycle partner remains strategically important to the Group, particularly in public sector and regulated markets where clients require secure, governed and outcome-focused delivery.

Internal management accounts for November 2025 showed UBDS Digital net revenue (revenue less the cost of third-party delivered services) of £22.0 million for the year, an increase of £0.7 million on the prior year. Gross profit was £12 million, £1.2m million ahead of the prior year, with gross profit margin improving to 55%. Normalised EBITDA (which excludes the impact of non-recurring costs) was £6.1 million, representing a 28% margin. This was slightly behind the prior year, reflecting higher administrative costs associated with the enlarged operating platform, new office costs, legal and professional costs, software and security investment, and intercompany support.

Delivery performance improved in the final quarter, with management reporting highlighting increased utilisation, higher average fee rates and an improved gross margin in November.

Page 2

UBDS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

UBDS Digital continued to invest in the Manchester-based Security Operations Centre, creating further opportunities to cross-sell cloud, cyber, data and other Group services.

Client concentration remained an area of active management, with significant multi-year bid wins expected to support greater diversification in the forward outlook.

Strategic Developments and Investments

The Group's strategic development in 2025 centred on integration, capability depth, operational maturity and disciplined growth. The acquisitions of Rayo Cloud Ltd and 3B Data Security Ltd in 2024 broadened the Group beyond its core UBDS Digital platform. The focus during 2025 was therefore on improving the Group operating model, increasing cross-sell, building shared services support and ensuring that the specialist strengths of the acquired businesses were integrated into the wider capability pool for the benefit of the Group as a whole.

Rayo Cloud: Rayo strengthens the Group's capability in AWS-led cloud, data, AI and public sector transformation. During 2025, Rayo remained in an investment and mobilisation phase until the final quarter of the year, when a significant AWS bid win for the Group led to the rapid scaling of the business.

3B Data Security: 3B Data Security provides specialist cyber capability in incident response, penetration testing, PCI, digital forensics, security training and managed cyber services. 2025 reflected the early integration phase and the need to improve billability, utilisation and revenue consistency. Cross-sell opportunities within existing UBDS clients and bid-led opportunities are now actively managed through the Group sales and Win Centre functions. The Board believes that 3B materially strengthens the Group's cyber proposition and complements UBDS Digital's SOC and managed security services.

UBDS India: UBDS India Private Limited was incorporated on 31 January 2025. Its initial purpose is to support operational excellence, internal process improvement, delivery support, knowledge management and future scalability. During its first year, the focus was on establishing the entity, governance and intercompany support model. The Directors expect the capability hub to contribute progressively to delivery resilience, cost competitiveness and operational leverage.

AI, data and innovation: The Group continued to invest in data and AI capability, both as a client proposition and as an internal productivity enabler. UBDS Digital's accreditation profile, including AI management systems, supports the Group's approach to responsible AI adoption. The Directors consider AI governance, secure data foundations and practical automation to be important growth areas, particularly for public sector and regulated clients.

Frameworks and contracting routes: The Group continued to maintain a broad framework footprint, supporting public sector access to cloud, digital, technology, cyber, AI, management consultancy and resource augmentation services. Framework access remains a key differentiator in markets where buyers require compliant procurement routes and evidence of previous delivery experience.

The Board remains committed to a balanced strategy of organic growth and targeted inorganic investment. Any future acquisition activity will be assessed against strategic fit, culture, integration risk, quality of earnings, customer relevance and its ability to improve the Group's overall proposition.

The post-balance-sheet investment by LDC strengthens the Group’s M&A prospects and reinforces management’s vision for the future.

Page 3

UBDS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Principal Risks and Uncertainties

The Board regularly reviews the principal risks and uncertainties facing the Group. The key risks and related mitigations are summarised below.

Political, economic and public sector spending risk: The Group is exposed to UK economic conditions, inflation, public sector budget cycles, changes in government priorities and procurement timing. Delays in awards, customer budget constraints or changes in policy can affect revenue timing and utilisation. The Group mitigates this risk through a diversified service offering, broad framework coverage, active account planning, selective private sector work and close monitoring of the sales pipeline and contracted backlog.

Large programme delivery and revenue recognition risk: The Group delivers complex projects, including fixed-fee and outcome-based work. Delivery delays, scope changes, customer dependencies, technical complexity or inaccurate cost-to-complete estimates can affect margin, revenue recognition and cash timing. Management mitigates this risk through project governance, delivery assurance, monthly cost-to-complete reviews, commercial change control, experienced programme leadership and the active escalation of customer dependencies.

Working capital and liquidity risk: Milestone-based billing, accrued income, work in progress and large customer receivables can create short-term cash pressure, particularly around year-end billing, tax payments and dividend decisions. The year-end cash balance of £0.7 million reflects these dynamics. The Group mitigates liquidity risk through rolling cash flow forecasts, credit control, billing schedule reviews, disciplined management of accrued income and the maintenance of a debt-free external balance sheet.

Customer concentration risk: A material proportion of revenue and gross margin is generated from a number of large customers. This creates exposure to programme roll-off, procurement change, customer disputes and relationship risk. The Group mitigates this through multi-stakeholder account coverage, formal account planning, cross-sell, framework access, new-logo development and the broader propositions now available through Rayo and 3B Data Security.

People, utilisation and talent risk: The Group relies on skilled people in competitive markets, particularly in cloud, cyber, data, AI, programme management and managed services. Wage inflation, attrition or insufficient billable utilisation could reduce profitability. Mitigation includes investment in culture, leadership, training, internal mobility, utilisation reporting, recruitment discipline, the India capability hub and active management of the contractor and permanent resource mix.

Cybersecurity, data protection and AI governance risk: The Group provides technology services and handles sensitive information. Cybersecurity incidents, data breaches or unmanaged AI adoption could affect clients, operations and reputation. The Group mitigates this risk through information security governance, ISO and Cyber accreditations, security tooling, SOC capability, privacy controls, AI governance and regular reviews of customer and internal control requirements.

Regulatory, quality and framework compliance risk: The Group operates in regulated and public sector environments and must maintain quality, security, social value and framework compliance standards. Failure to maintain these standards could limit access to important markets. The Group mitigates this risk through accreditation management, quality systems, contract governance, legal review, internal audit activity and continued investment in responsible business practices.

The Board is satisfied that the principal risks are being actively monitored and managed. However, given the Group's growth rate, client profile and market environment, the Directors will continue to strengthen governance, management information and internal controls during the coming year.

Page 4

UBDS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Future Developments and Outlook

The Directors remain confident in the Group’s medium-term prospects. Demand for secure cloud transformation, data and AI, cyber resilience, managed services and complex digital delivery remains strong, particularly in public sector and regulated markets. The Group has a differentiated proposition, established delivery credentials, broad framework access and an expanded portfolio of specialist capabilities arising from the investments made.

The immediate priority is to convert the Group's pipeline and contracted backlog into profitable revenue while improving cash conversion. This includes maintaining pricing discipline, reducing lock-up, improving billing cadence and ensuring that large programmes are governed through clear commercial milestones and cost-to-complete controls. Management will continue to review customer concentration, project profitability and utilisation as core operating metrics.

UBDS Digital will remain the primary engine of organic growth. The Directors expect continued demand for digital consulting, cloud platforms, secure connectivity, data and AI, cybersecurity, managed services and P3M. The focus will be on deepening existing accounts, broadening new-logo activity, increasing recurring managed services revenue and ensuring that new sales bookings are converted into high-quality delivery.

Rayo is expected to support the Group's AWS, cloud, resilience, data and AI propositions. The Board expects the business to move from the investment phase towards profitability as new AWS-led delivery work matures early in 2026 and the business benefits from Group sales channels, shared services and cross-sell opportunities. 3B Data Security is expected to improve revenue consistency and billable utilisation, supported by the Group's cyber strategy, SOC proposition and access to existing UBDS customers.

UBDS India is expected to provide increasing operational support and delivery leverage. The Directors will scale this capability carefully, ensuring that quality, security, knowledge transfer and governance are maintained. Over time, the capability hub should support improved margins, greater delivery flexibility and stronger resilience within the Group operating model.

The Group will continue to invest in innovation, particularly in AI, automation, data platforms, security operations and managed services. The Directors believe that the successful adoption of AI in regulated environments requires strong governance, secure data foundations and practical use cases that improve service quality, delivery efficiency and customer outcomes. The Group's existing accreditation profile and delivery experience provide a strong platform for this work.

The Board will also continue to evaluate selective acquisition opportunities. Any acquisition must strengthen the Group's proposition, be culturally compatible, improve client outcomes and offer a credible path to value creation. The experience of integrating Rayo and 3B Data Security has reinforced the importance of disciplined due diligence, clear integration planning and robust post-acquisition reporting.

In conclusion, 2025 demonstrated that the Group can continue to grow while integrating new capabilities and strengthening its operating model. The statutory result reflects acquisition-related amortisation, tax treatment and continued investment, but the Directors consider the underlying trading platform to remain robust. The next stage of development will focus on sustainable organic growth, improved cash conversion, operational leverage and disciplined capital allocation.

The Directors reviewed forecasts covering at least 12 months from the date of approval of the financial statements, including downside scenarios involving delayed programme mobilisation, lower utilisation and slower debtor collection. Under these scenarios, the Group retained sufficient liquidity headroom and as such the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 5

UBDS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

In forming this view, the Directors have considered the Company's and the Group's financial position, cash flow forecasts, principal risks and uncertainties, trading performance, balance sheet and access to customer receivables. They have not identified any material uncertainties that cast significant doubt on the Company's or the Group's ability to continue as a going concern.

The Directors consider that the annual report and accounts, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's and the Group's position, performance, business model and strategy.

The Directors confirm that they have undertaken a robust process to ensure that appropriate controls and review procedures are in place to support the integrity of the disclosures made.

This Strategic Report has been prepared in accordance with the Companies Act 2006 and was approved by the Board of Directors and was signed on its behalf.

This report was approved by the board and signed on its behalf.

K Wheeler

Director

Date: 24 August 2026

Page 6

UBDS GROUP HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors present their report and the financial statements for the year ended 30 November 2025.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £704,781 (2024 - profit £627,868).

A dividend of £3,400,000 (2024 - £Nil) has been paid in the year.

Directors

The directors who served during the year were:

D Patel

S Patel (resigned 19 June 2026)

K Wheeler

Future developments

Future developments are addressed within the Strategic Report.

Matters covered in the strategic report

Certain items required under Schedule 7 to be disclosed in the Directors' Report are set out in the Strategic Report in accordance with S414C(II) of the Companies Act 2006; these being the Company's principal activity and principal risks and uncertainties.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

On 19th June 2026, the Group received a minority equity investment from a private equity investor LDC (part of the Lloyds Banking Group). The investment is expected to support the Group's continued growth and strategic objectives. This represents a non-adjusting event occurring after the reporting period and accordingly no adjustment has been made to the financial statements for the year ended 30 November 2025.

The transaction also resulted in certain option holders becoming entitled to consideration under the Group's share option arrangements. As the transaction occurred after the reporting date, this has been treated as a non adjusting post balance sheet event. Further details of the share-based payment arrangements and related consideration are disclosed in Note 21.

Furthermore, subsequent to the year end, the Group acquired the remaining 20% equity interest in 3B Data Security Ltd, increasing its ownership from 80% to 100%. As a result, 3B Data Security Ltd became a wholly owned subsidiary of the Group.

Page 7

UBDS GROUP HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Auditor

Pursuant to Section 485 of the Companies Act 2006, the auditor, MHA Audit Services LLP, will be deemed to be reappointed.

This report was approved by the board and signed on its behalf.

K Wheeler

Director

Date: 24 August 2026

Page 8

UBDS GROUP HOLDINGS LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙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 Group will continue in business.

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

Page 9

UBDS GROUP HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD

Opinion

We have audited the financial statements of UBDS Group Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated and Company Statement of Changes in Equity and the 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 November 2025 and of the Group's loss for the year then ended;

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

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

Basis for opinion

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

Page 10

UBDS GROUP HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

∙the Group 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 identified material misstatements in the Group Strategic Report or the Directors’ Report.

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 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’ Responsibilities Statement set out on page 9, 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 the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 11

UBDS GROUP HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD (CONTINUED)

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.

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:

∙enquiry of management, those charged with governance around actual and potential litigation and claims;

∙enquiry of entity staff to identify any instances of non-compliance with laws and regulations;

∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness;

∙evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

∙reviewing minutes of meetings of those charged with governance; and

∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

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.

Page 12

UBDS GROUP HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD (CONTINUED)

Aaron Hawkins BSc FCCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

Maidstone, United Kingdom

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Date:

24 August 2026

Page 13

UBDS GROUP HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 NOVEMBER 2025

	2025	2024
Note	£	£


Turnover	4	30,951,061	27,672,456
Cost of sales		(17,965,159)	(16,891,458)
Gross profit		12,985,902	10,780,998
Administrative expenses		(12,160,318)	(9,255,135)
Operating profit	5	825,584	1,525,863
Interest receivable	9	46,885	30,937
Interest payable	10	-	(541)
Profit before taxation		872,469	1,556,259
Tax on profit	11	(1,756,506)	(1,033,087)
(Loss)/profit for the financial year		(884,037)	523,172

(Loss)/profit for the year attributable to:
Non-controlling interests	(179,256)	(104,696)
Owners of the Parent Company	(704,781)	627,868
	(884,037)	523,172

The notes on pages 19 to 42 form part of these financial statements.

Page 14

UBDS GROUP HOLDINGS LTD

REGISTERED NUMBER: 13598503

CONSOLIDATED BALANCE SHEET

AS AT 30 NOVEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		23,293,790		27,052,008
Tangible assets	14		191,945		188,290
			23,485,735		27,240,298
Current assets
Debtors: amounts falling due within one year	16	9,436,496		9,731,938
Cash at bank and in hand		715,228		5,302,028
		10,151,724		15,033,966
Creditors: amounts falling due within one year	17	(5,401,417)		(9,753,185)
Net current assets			4,750,307		5,280,781
Total assets less current liabilities			28,236,042		32,521,079
Net assets			28,236,042		32,521,079

Capital and reserves
Called up share capital	19	200	200
Share premium account	20	8,333	8,333
Merger reserve	20	26,705,372	30,449,114
Non-controlling interests		(83,655)	(108,106)
Profit and loss account	20	1,605,792	2,171,538
Shareholders' funds		28,236,042	32,521,079

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

K Wheeler

Director

Date: 24 August 2026

The notes on pages 19 to 42 form part of these financial statements.

Page 15

UBDS GROUP HOLDINGS LTD

REGISTERED NUMBER: 13598503

COMPANY BALANCE SHEET

AS AT 30 NOVEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		995		1,988
Investments	15		40,946,603		40,900,103
Current assets
Debtors: amounts falling due within one year	16	1,294,879		3,083,030
Cash at bank and in hand		939		-
		1,295,818		3,083,030
Creditors: amounts falling due within one year	17	(4,221,817)		(3,980,250)
Net current liabilities			(2,925,999)		(897,220)
Total assets less current liabilities			38,021,599		40,004,871
Provisions for liabilities
Deferred taxation	18	(497)		(497)
			(497)		(497)
Net assets			38,021,102		40,004,374

Capital and reserves
Called up share capital	19	200	200
Share premium account	20	8,333	8,333
Merger reserve	20	37,156,058	40,899,800
Profit and loss account		856,511	(903,959)
Shareholders' funds		38,021,102	40,004,374

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

K Wheeler

Director

Date: 24 August 2026

The notes on pages 19 to 42 form part of these financial statements.

Page 16


		UBDS GROUP HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 December 2023	200	8,333	33,953,326	(1,960,542)	-	32,001,317
Comprehensive loss for the year
Profit for the year	-	-	-	627,868	-	627,868
Non-controlling interests	-	-	-	-	(108,106)	(108,106)
Transfer between reserves (Amortisation of goodwill)	-	-	(3,504,212)	3,504,212	-	-

At 1 December 2024	200	8,333	30,449,114	2,171,538	(108,106)	32,521,079
Comprehensive loss for the year
Loss for the year	-	-	-	(704,781)	-	(704,781)
Employee benefit trust payment	-	-	-	(1,000)	-	(1,000)
Non-controlling interests	-	-	-	-	(179,256)	(179,256)
Dividends paid	-	-	-	(3,400,000)	-	(3,400,000)
Transfer between reserves (Amortisation of goodwill)	-	-	(3,743,742)	3,743,742	-	-
Transfer from NCI on acquisition of remaining interest	-	-	-	(203,707)	203,707	-
At 30 November 2025	200	8,333	26,705,372	1,605,792	(83,655)	28,236,042

Page 17

UBDS GROUP HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 December 2023	200	8,333	40,899,800	(273,008)	40,635,325
Comprehensive income for the year
Loss for the year	-	-	-	(630,951)	(630,951)

At 1 December 2024	200	8,333	40,899,800	(903,959)	40,004,374
Comprehensive income for the year
Profit for the year	-	-	-	1,417,728	1,417,728
Employee benefit trust payments	-	-	-	(1,000)	(1,000)
Dividends paid	-	-	-	(3,400,000)	(3,400,000)
Transfer to/from profit and loss account	-	-	(3,743,742)	3,743,742	-
At 30 November 2025	200	8,333	37,156,058	856,511	38,021,102

Page 18

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

1.	General information

UBDS Group Holdings Ltd ('the Company') is a private company, limited by shares, registered in England and Wales.

The Company's registered number is 13598503 and its registered office is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS. The Company's principal place of business is 5th Floor, 60 Cannon St, London, EC4N 6NP.

The Company's principal activity is referred to within the Strategic Report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 19

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Inspirus Capital Management Limited, and these may be obtained from the registered office address of Inspirus Capital Management Limited, being Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS.

2.4

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements.

Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 20

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

The Group's revenues are primarily derived from providing professional services under fixed-fee arrangements. Revenues from fixed-fee contracts are generally recognised as services rendered and the Group evaluates the status of each project monthly to ensure that the estimated cost to complete each contract remains accurate and accrues for any estimated losses, if necessary, in the period in which such losses are determined.

Revenues in respect of third party hardware installations are recognised at the point at which the hardware is delivered and installed. Similarly, revenues from third party software licence sales are recognised when the risks and rewards of the licence pass to the customer.

Revenues earned on managed service contracts are recognised on a straight-line basis over the term of the contract.

2.7

Interest income

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

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 21

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 22

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Computer software

years

Page 23

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	33%
Motor vehicles	-	25%
Fixtures and fittings	-	33%
Computer equipment	-	33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Operating leases: the Group as lessee

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 asset's 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 the Consolidated Statement of Comprehensive Income so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Page 24

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.17

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.

Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.19

Merger reserve

Amounts arising from a business combination accounted for as a merger in accordance with UK GAAP are recognised in the merger reserve. Subsequently, the amortisation of the associated goodwill is released against the merger reserve.

2.20

Employee Benefit Trust

In a previous period, the UBDS IT Consulting Limited Employee Benefit Trust (EBT) was set up. The Trustees of the EBT are independent from the Company and those charged with management, therefore the EBT is not considered to be under the control of the Company. The assets and liabilities of the EBT are therefore not recognised within the financial statements of the Company. During the year ended 30 November 2025, the Company has made payments to the EBT totalling £1,000 (2024 - £Nil) which are shown as distributions from reserves within the Statement of Changes in Equity.

Page 25

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Accrued income

As described in the accounting policy for revenue, the directors assess the stage of completion on fixed fee contracts at the reporting date. Revenues are then recognised based on the cost incurred to date against the estimate of expected total cost to complete.

Useful life of goodwill & other intangible assets

The principal balances relate to the acquisition of UBDS IT Consulting Limited on 29 November 2021, but also incorporates the acquisitions made in 2024 (UBDS CRCC Limited, Rayo Cloud Limited, Datym Limited, Soteria Cyber Limited, 3B Data Security Limited and UBDS Bidco Limited). Goodwill is being amortised over a ten year period (note 13). The Group continually monitors this policy and the performance of the assets acquired including ongoing trading performance, and will amend the estimate of the useful life should it be required.

Consultancy services fee	23,711,613	20,821,014
Third party services and licences resold	7,239,448	6,851,442
	30,951,061	27,672,456

All turnover arose within the United Kingdom.

Depreciation of tangible fixed assets	125,202	161,177
Amortisation of intangible assets, other than goodwill	19,260	13,839
Amortisation of goodwill	3,743,741	3,504,212
Exchange differences	(2,306)	8,650
Defined contribution pension cost	481,696	385,453
Loss on the disposal of tangible fixed assets	2,918	342

Page 26

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Fees payable to the Company's auditor for the audit of the consolidated and Parent Company's financial statements

61,400

39,450

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Wages and salaries	11,509,350	8,369,657	368,931	441,677
Social security costs	1,513,008	987,134	41,133	52,569
Cost of defined contribution scheme	481,696	385,453	26,816	52,240
	13,504,054	9,742,244	436,880	546,486

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	147	133	3	3

Page 27

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

8.	Directors' remuneration
		2025	2024
		£	£

Directors' salaries including national insurance	628,970	214,215
Group contributions to defined contribution pension schemes	24,217	9,220

	During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £179,576 (2024 - £129,785).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £22,692 (2024 - £9,220).
	The total accrued pension provision of the highest paid director at 30 November 2025 amounted to £Nil (2024 - £768).

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

46,885

30,937

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Loans from group undertakings	-	541
		-	541

Page 28

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Corporation tax
Current tax on profits for the year	1,481,728	1,475,764
Adjustments in respect of previous periods	198,103	(364,541)
Total current tax	1,679,831	1,111,223

Deferred tax
Origination and reversal of timing differences	76,675	(78,136)
Total deferred tax	76,675	(78,136)


	Tax on profit	1,756,506	1,033,087

Page 29

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

872,469

1,556,259

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	218,117	389,065
Effects of:
Non-tax deductible amortisation of goodwill and impairment	935,935	879,563
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	24,186	22,351
Adjustments to tax charge in respect of prior periods	198,103	(235,508)
Deferred tax not recognised	155,174	-
Group relief	230,205	-
Other prior period adjustments	(5,214)	(22,384)
Total tax charge for the year	1,756,506	1,033,087

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2025	2024
		£	£

Dividends paid

3,400,000

Page 30

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

13.	Intangible assets
	Group

	Computer software	Goodwill	Total
	£	£	£
Cost
At 1 December 2024	92,318	37,437,217	37,529,535
Additions	4,783	-	4,783
At 30 November 2025	97,101	37,437,217	37,534,318
Amortisation
At 1 December 2024	26,841	10,450,686	10,477,527
Charge for the year	19,260	3,743,741	3,763,001
At 30 November 2025	46,101	14,194,427	14,240,528
Net book value
At 30 November 2025	51,000	23,242,790	23,293,790
At 30 November 2024	65,477	26,986,531	27,052,008

Page 31

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

14.	Tangible fixed assets
	Group

	Leasehold improvements	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost
At 1 December 2024	1,034	23,000	52,068	657,809	733,911
Additions	10,847	-	11,246	119,565	141,658
Disposals	-	(23,000)	(29,327)	(453,116)	(505,443)
At 30 November 2025	11,881	-	33,987	324,258	370,126
Depreciation
At 1 December 2024	29	9,344	31,844	504,404	545,621
Charge for the year	3,658	2,561	11,660	107,323	125,202
Disposals	-	(11,905)	(29,327)	(451,410)	(492,642)
At 30 November 2025	3,687	-	14,177	160,317	178,181
Net book value
At 30 November 2025	8,194	-	19,810	163,941	191,945
At 30 November 2024	1,005	13,656	20,224	153,405	188,290

Page 32

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

14.Tangible fixed assets (continued)

	Company

		Computer equipment
		£
	Cost or valuation
	At 1 December 2024	2,983
	At 30 November 2025	2,983
	Depreciation
	At 1 December 2024	994
	Charge for the year	994
	At 30 November 2025	1,988
	Net book value
	At 30 November 2025	995
	At 30 November 2024	1,988

Page 33

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 December 2024	40,900,103
	Additions	46,500
	At 30 November 2025	40,946,603

On 31 January 2025, the Group incorporated UBDS India Private Limited, a wholly owned subsidiary registered in India. The group made an initial investment of £46,500 which has been recognised as an addition to investments in subsidiary undertakings.

Page 34

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

UBDS IT Consulting Limited (trading company)	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A and Ordinary B	100%
UBDS CRCC Limited (holding company)	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A	100%
UBDS BIDCO Ltd (holding company)	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A	100%
Rayo Cloud Ltd (trading company)*	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A	100%
3B Data Security Ltd (trading company)*	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A	80%
UBDS India Private Limited	1st Floor at Municipal NO. 23/2 Coffee Day Square, Vittal, Mallya Road Bengalaru, Karnataka 560001.	Ordinary	100%

UBDS CRCC and UBDS Bidco Ltd are directly held by the Company. On 31 January 2025, UBDS India Private Limited was incorporated and is directly owned by the Company.

During the year, the Group acquired the remaining 35% equity interest in Rayo Cloud Limited, increasing its ownership from 65% to 100%. Following completion of the transaction, Rayo Cloud Limited became a wholly owned subsidiary of the Group. The acquisition of the non-controlling interest has been accounted for as an equity transaction, with no change in control arising as a result of the purchase.

3B Data Security Ltd and Rayo Cloud Ltd have taken advantage of the exemption from audit under section 479A of the Companies Act 2006. UBDS Group Holdings Limited has provided a parent undertaking guarantee in respect of these entities under section 479C of the Companies Act 2006.

*Indirect subsidiaries

Page 35

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Trade debtors	6,586,829	4,023,953	-	-
Amounts owed by group undertakings	-	-	1,266,142	3,080,595
Amounts owed by companies under common control	-	131,220	-	-
Other debtors	504,593	673,999	12,905	2,017
Prepayments and accrued income	2,307,885	4,871,015	15,832	418
Deferred taxation	37,189	31,751	-	-
	9,436,496	9,731,938	1,294,879	3,083,030

Amounts due by group undertakings are unsecured, interest free and repayable on demand.

The Company has recognised a full impairment provision against its intercompany receivable due from UBDS Bidco. In assessing the recoverability of the balance, management considered the expected financial position and cash flow forecasts of UBDS Bidco over the twelve months following the reporting date. Whilst management believes that the timing of recovery may extend beyond this period, there is currently insufficient objective evidence available to support recovery of the amount outstanding. Accordingly, a full impairment provision of £3,105,005.88 (2024: £nil) has been recognised.

Management will continue to monitor the financial position of UBDS Bidco and reassess the recoverability of the balance at future reporting dates.

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	-	2	-	-
Trade creditors	936,642	4,087,315	22,752	52,830
Amounts owed to group undertakings	-	499,800	4,144,295	3,784,998
Amounts owed to other participating interests	101	35,000	-	-
Corporation tax	30,850	1,190,991	-	-
Other taxation and social security	1,604,373	1,385,214	-	1,370
Other creditors	113,937	112,939	1,556	-
Accruals and deferred income	2,715,514	2,441,924	53,214	141,052
	5,401,417	9,753,185	4,221,817	3,980,250

Amounts due to group undertakings are unsecured, interest free and repayable on demand.

Page 36

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

18.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	31,751	(46,385)
Charged to profit or loss	5,438	78,136
At end of year	37,189	31,751

Company


	£	£

At beginning of year	(497)	-
Charged to profit or loss	-	(497)
At end of year	(497)	(497)

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

	Accelerated capital allowances	(37,189)	(31,751)	497	497
		37,189	31,751	(497)	(497)

Page 37

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100,000 (2024 - 100,000) Ordinary A shares of £0.001 each	100	100
100,000 (2024 - 100,000) Ordinary B shares of £0.001 each	100	100
25 (2024 - 25) Ordinary C shares of £0.001 each	-	-

	200	200

Ordinary A shares carry full voting, rights to dividends and active participation to distributions on winding up.

Ordinary B shares have no voting rights or participation to distributions on winding up.

20.

Reserves

Share premium account

The amount received by the Company on the issue of shares exceeds par value.

Merger Reserve

Merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP. Amortisation of the associated goodwill has been released against the merger reserve.

Profit and loss account

The cumulative profit and loss, net of distributions to owners.

Page 38

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025


21.	Share-based payments

During 2022, UBDS IT Consulting Limited Employee Benefit Trust ("EBT"), a company under common ownership, granted options to various employees. The options were only exercisable on the occurrence of specific events and, at the date of grant, the directors considered the likelihood of these events occurring in the foreseeable future to be remote.

Following the post year-end acquisition of the Group by Relevare Bidco Limited on 19 June 2026, the conditions required for exercise of the options were satisfied and option holders became entitled to consideration under the transaction.

The total value of consideration attributable to option holders arising from the acquisition was £5,283,558. This consideration comprised:

∙Cash consideration of £4,992,774;

∙Securities, loan notes or rollover interests of £290,784; and

∙Contingent amounts outstanding at the date of approval of the financial statements of £18,836.

The transaction resulted in 6 option holders becoming entitled to consideration in respect of 6,349 options.

The fair value of the equity-settled share options at the grant date was assessed to be negligible. As equity-settled share-based awards are not subsequently remeasured, no material share-based payment charge has been recognised in respect of these options.

22.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £481,696 (2024 - £385,453). Contributions totalling £109,007 (2024 - £86,850) were payable to the fund at the reporting date.

Page 39

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

23.	Transactions with directors (key management personnel)
	Loans to the directors (key management personnel) are included within other debtors. The loan interest is in line with HMRC beneficial loan arrangements, and all amounts are repayable during the terms of the loans or earlier in case of an event of default, including the borrower ceasing their employment. The movements during the period were as follows:
		Directors' loans
		£

	Balance brought forward 1 December 2023	391,783
	Amounts advanced	10,588
	Amounts repaid	(9,034)
	Balance carried forward at 30 November 2024	393,337
	Amounts advanced and interest accrued	7,784
	Amounts repaid	(247,837)
	Balance carried forward at 30 November 2025	153,284

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and include the directors of the Company only.

24.

Related party transactions

At the balance sheet date, the Group had a loan due from UBDS DMCC, a company under common ultimate controlling party, totalling £Nil (2024 - £131,220). The loan is interest free and repayable on demand. During the period, the Group made purchases of £37,357 (2024 - £44,118) from UBDS DMCC under normal market conditions.

The Company has taken advantage of the exemption available to it under FRS102 33.1A whereby it has not disclosed transactions with the ultimate parent company or other fellow group companies that are wholly owned by the group.

25.	Commitments under operating leases

The Group had no commitments under non-cancellable operating leases at the balance sheet date.

Page 40

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

26.	Post balance sheet events

27.	Contingent liabilities and guarantees

On 19 June 2026, following the post year-end investment and refinancing transaction, the Company became party to financing arrangements entered into by the wider Group. Under the terms of these arrangements, the Company has provided guarantees and security in support of obligations owed by other members of the financing group and has acceded to the related debenture and security arrangements. The financing arrangements include senior facilities of up to £18m available to the wider Group.

The guarantees and security arrangements exist to support borrowings made available to the Group under the Senior Facilities Agreement. In the event of default by a borrower under the facilities, the lenders may seek recovery from the guarantors and may enforce the related security arrangements.

The Directors do not expect any material liability to arise under these arrangements. The likelihood, timing and amount of any potential outflow is dependent on future events, including whether any borrower defaults under the financing arrangements and the extent of any resulting lender claims. Accordingly, no provision has been recognised in these financial statements.

Other than the above, the Company had no other guarantees or contingent liabilities requiring disclosure at the reporting date.

Page 41

UBDS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

28.	Controlling party

The immediate and ultimate parent undertaking is Inspirus Capital Management Limited, a company registered in England and Wales.

The smallest and largest group of undertakings for which group accounts for the year ending 30 November 2025 have been drawn up, is that headed by Inspirus Capital Management Limited. The registered office address is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS.

The ultimate controlling party is D Patel, by virtue of their shareholding and directorship in the ultimate parent undertaking.

Following the post year-end acquisition on 19 June 2026, D Patel ceased to be the ultimate controlling party. Based on the revised ownership and governance structure, no ultimate controlling party exists following completion of the transaction.

Page 42