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Financial Statements
Integrity360 Limited
For the year ended 31 December 2025
Registered number: 03538529
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Company Information
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Thomas Schoendorff (appointed 1 May 2025)
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Registered and trading office
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Chartered Accountants & Statutory Auditors
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The Royal Bank of Scotland Plc
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Salt Quay House 4 North East Quay
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Contents
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Directors' responsibilities statement
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Independent auditor's report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Strategic report
For the year ended 31 December 2025
The Board of Directors (the "Directors") are pleased to present their Strategic Report for Integrity360 Limited (the "Company") for the year ended 31 December 2025.
The Company is a trading subsidiary of Integrity360 Group (the “Group”), a leading EMEA & Atlantic Cybersecurity Services Leader. The Group provides a complete range of professional, support, and managed cybersecurity services and solutions to identify and assess, protect and prevent, detect and analyse and respond, remediate and recover cyber risks and threats for business organisations across the globe.
The Company continues to develop its service offerings and promote a “Security First” approach to enable clients to protect and secure their business. Working either independently or as an extension of an organisation’s own team the Company strengthens security postures for SME mid-market and enterprise organisations across a wide range of sectors including financial and legal, insurance, healthcare, pharmaceutical, retail, technology, telecoms, utilities, manufacturing and the public sector.
During 2025 the Group significantly expanded its global footprint with the acquisition of four businesses enabling both (i) further geographic expansion and (ii) additional complimentary cyber skills and services as part of the Group’s end to end services strategy.
In Q1 the Group acquired Holiseum, a Paris headquartered consultancy company focused on providing Operational Technology (“OT”) services for critical, national and industrial infrastructure organisations. Since the acquisition, the Group has expanded those services across several of its regional markets.
In Q4 the Group acquired:
1.Cresco – a Brussels based cybersecurity consultancy company providing extensive offensive security, consultancy and governance services including gap assessments and implementation plans for leading cyber frameworks such as NIS2 and DORA.
2.Redshift – a Johannesburg based cybersecurity services organization providing extensive offensive security services, and also specialist services such as cyber crime investigations, anti-fraud advisory, scammer group takedowns and cyber intelligence.
3.Advantus360 – the Group’s first acquisition in North America, A360 is a leading Canadian cybersecurity services and solutions provider operating out of Calgary in Canada servicing a wide range of enterprise organisations across Canada and the USA.
As with all prior acquisitions, all of the above will be fully integrated into the Group by 31 December 2026.
As a result of the Group’s strategic acquisitions programme combined with continued organic growth statutory gross revenue increased significantly by 25% to €157m, and on a proforma basis to €183m. On a net revenue basis statutory revenue increased 13.2% to €73.5m and 6% on a proforma to €85m.
Revenue growth was driven significantly by a circa 13% increase in its Managed Security Services (“MSS) portfolio, most notably driven by the Group’s Gartner recognized Managed Detection and Response (“MDR”) solutions “CyberFire” and “Aegis” which are delivered from the 6 Security Operations Centres (“SOC”) across Europe and Africa. Proforma professional services revenue also increased 6.5% with the strongest demand coming from its Operational Security and the Governance and Risk Consultancy practices.
Page 1
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Strategic report (continued)
For the year ended 31 December 2025
Business review (continued)
Proforma EBITDA increased significantly by 22% to €20.1m driven in major part by a 20% increase in Gross Profit from MSS and a 11% increase in Professional Services margins in both cases driven by continuous improvement in operating efficiencies as a result of the Group’s shared services model. The Group expects these improvements to continue due to both its considerable investment in automation and AI programmes across all service practices. On a proforma basis Managed Security Services and Professional Services accounted for 70% of net revenue in 2025.
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2025
€ (in millions)
Actual
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2024
€ (in millions)
Actual
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2025
€ (in millions)
Proforma**
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2024
€ (in millions) Proforma**
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*Trading EBITDA represents EBITDA adjusted for non-trading items, including M&A transaction costs and exceptional costs.
**Proforma amounts include a full 12-month financial year of Holiseum, Redshift, Cresco and Advantus360 and have been prepared using audited financial information of the Group together with pre- acquisition financial information of the acquired entities. The entities were acquired on 20 March 2025, 26 November 2025, 18 December 2025 and 23 December 2025, respectively. As a result, the consolidated financial statements include less than one month of post-acquisition trading performance for three of the acquired entities. The prior year proforma information has also been adjusted on a consistent basis. The proforma information includes management adjustments and certain reclassifications between cost of sales and administrative expenses to align the acquired businesses with the Group's management reporting basis and present the performance of the enlarged Group on a consistent basis. Accordingly, proforma gross margin percentages may not be directly comparable to the statutory gross margin percentages presented above.
In addition to statutory revenue, management reports Gross Contract Value ("GCV"), being the total value of contracts arranged through the Group. GCV is a non-GAAP operational metric used by management to assess the scale of business activity and customer demand and should not be considered a substitute for revenue reported in accordance with the applicable financial reporting framework.
Further in August 2026, the Group acquired CyberIAM, a UK headquartered specialist provider of identity and access management (“IAM”) and privileged access management services, with operations across EMEA. CyberIAM provides advisory, implementation and managed services to mid market and enterprise customers, including organisations operating in complex and regulated environments. The acquisition significantly expands the Group’s identity security capabilities and managed services portfolio. CyberIAM forms a new dedicated Identity Services practice within the Group at a time where the need for IAM services and solutions has never been more acute as identity is now the primary control plane for cybersecurity.
As a result the Group now has 2025 proforma gross revenues of over €200m, offices in 16 countries and headcount of approx. 900 employees providing a significant global footprint from which the Group intends to continue its strategic expansion.
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Strategic report (continued)
For the year ended 31 December 2025
Business review (continued)
Other milestones and initiatives in the year included (a) achieving SOC 2 status across its global network of 6 Security Operations Centres, (b) achieving recognition as a representative vendor in the Gartner Digital Forensics and Incident Response guide, resulting in the Group now having appeared in 6 Gartner market guides, (c) an endorsement for incident response services from Adda (part of the Swedish Association of Local Authorities and Regions), (d) expanded relationships with many of the globe’s leading cybersecurity vendors including forming a new partnership with HackerOne to improve real time vulnerability notification and remediation for customers, (e) launched a new Pen Testing as a Service (PTaaS) solution allowing customers to easily increase the cadence of pen testing across their IT estate and (f) the Incident Response Practice achieving both CREST (Council of Registered Ethical Security Testers) and NCSC (UK National Cyber Security Centre) assurance accreditations.
Further the Group continued to win industry awards recognizing the constant expansion of the Group’s skills and services including CyberArk Partner of the Year and Netskope Professional Services Partner of the Year. The Group also won Multinational Company of the Year at the Tech Awards 2025, and Cybersecurity Firm of the Year at the 2025 InBusiness awards recognising its continuing commercial success across multiple markets.
Whilst these financial statements relate solely to Integrity360 Limited, the Directors believe it is appropriate to refer to the wider Integrity360 Group's performance and strategic developments as these significantly influence the Company's trading activities and future prospects.
Other notable Group trading entities in 2025 consisted of Integrity360 Limited (Ireland), Integrity360 AB (Sweden), Integrity360 International (South Africa), Integrity360 International (UK), Integrity360 PTY (South Africa), Integrity360 Europe Limited (Ireland), Integrity360 SRL (Italy), Integrity360 Ciberseguridad SL (Spain) Integrity360 Europe EOOD (Bulgaria), Integrity360 Inc (Canada), Integrity360 AG (Germany), Integrity360 Schweiz AG (Switzerland) Holiseum SAS (France), in addition to entities in Ukraine, Lithuania, Denmark and Kenya.
Alongside the Group’s continued international expansion, it remained highly active in supporting customers and the wider business community through cybersecurity education, thought leadership, research, webinars, technical updates, and industry engagement. The Group’s flagship Security First conference series continued to grow, bringing together cybersecurity leaders and practitioners to share insights on emerging threats, vulnerabilities, resilience, and best practice. Following the success of the 2025 theme, Balancing the Human Cyber Equation, the 2026 programme evolved this further, exploring the increasingly interconnected role of human expertise, artificial intelligence, and emerging technologies in helping organisations strengthen their cybersecurity posture. The conference series has continued to expand into new international locations during 2026, including Paris, Brussels, Calgary, Mauritius, Jamaica, and Trinidad, further strengthening the Group’s global presence and reputation as a leading voice within the cybersecurity industry.
The Group also continued to invest significantly in the development and upskilling of its operational and technical teams through targeted academy programmes and professional training initiatives. This ongoing commitment to technical excellence, innovation, and customer service supports the delivery of high-quality cybersecurity services to a growing international customer base.
This combination of sustained investment in people, continued innovation, international expansion, and industry recognition further strengthened the Group’s position as one of Europe’s leading pure-play cybersecurity specialists.
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Strategic report (continued)
For the year ended 31 December 2025
Business review (continued)
The Company monitors its performance through the use of key performance indicators. Turnover for the financial year for the Company was £44,930,202 (2024 - £48,291,573) with a gross margin of £15,871,159 (2024 - £15,103,822), operating profit of £3,098,536 (2024 - £3,024,482) and underlying EBITDA of £3,534,341 (2024 - £3,452,120). The Company’s net assets as at 31 December 2025 are £9,605,112 (2024 - £6,625,594), current assets of £29,747,929 (2024 - £29,455,714) and current liabilities of £22,794,559 (2024 - £25,504,493). The profit for the year, after taxation increased and amounted to £2,979,518 (2024 - £2,952,535).
Future developments
The Group remains focused on delivering sustainable organic growth, expanding its managed and professional security services portfolio and pursuing selectively targeted acquisitions that enhance geographic reach, technical capability and recurring revenue.
Principal risks and uncertainties
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The Directors consider that the principal risks facing the Company are faced by all companies operating across EMEA in this sector with increasing operating costs and increased levels of competition. The Directors are of the opinion that the Company is well-positioned to manage these challenges. The Company operates in an extremely competitive market and may be affected by factors beyond the control of the Company.
The General Economy
The Company is vulnerable to declines in the general economy and the wider macro environment. Any adverse effects arising are mitigated by the steady expansion of the Company’s products and services, particularly Cyber Security which has shown significant growth and the Company has taken advantage of this expanding market. The Directors are of the opinion that the Company is well placed to expand further into this market.
Competition
Strong competition, particularly in the more mature markets such as the UK can have an adverse effect on the performance of the business, particularly in the re-sale sector. In view of this, the Directors will aim to mitigate the effects by growing its range of professional and managed services to both existing and potential new markets.
Loss of key personnel
The Company is reliant on key senior staff for its success and the loss of senior management staff can have a detrimental impact on performance. The Company benefits from low staff turnover at senior and management level and any impact arising from loss of staff at management level will be compensated from existing staff at senior levels.
Financial risk management
Other lower-exposure risks and uncertainties include the following:
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Details of the Company's receivables are shown in note 15.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company aims to mitigate liquidity risk by managing cash generation by its operations. The Company also manages liquidity risk via revolving credit facilities and long-term debt.
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Strategic report (continued)
For the year ended 31 December 2025
Principal risks and uncertainties (continued)
Financial risk management (continued)
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s foreign currency exposures are on transactions that are denominated in currencies other than euros, the Company’s functional currency. The Company does hedge this foreign exchange exposure.
Stakeholder engagement and section 172 statement
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The Board of Directors of Integrity360 Limited consider that they have acted in good faith and in a way they consider would be most likely to promote the success of the Company for the benefit of its stakeholders as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2025. The Company’s key stakeholders have an important role to play in the successful operation of the business. The Board are fully aware of, and take seriously, their responsibilities to those stakeholders under the Act.
The Directors believe it is appropriate to consider the potential impact on the Group’s stakeholders when considering the Company’s strategy and in making key decisions. Indeed, these responsibilities are rooted in the Company’s culture, values and purpose. The Board considers that, in its decisions and actions to date, it has acted in a way that would promote the success of the Company for the benefit of its members as a whole, while having regard to stakeholders and matters set out in section 172(a) – (f) of the Act. It has identified the Company’s key stakeholders as being employees, customers, vendors, the environment and communities in which it operates, and investors. It receives updates on each of these and takes steps to ensure that it remains well informed.
Set out below are examples of how the Board has engaged with, and been influenced by, the interests of the Company’s stakeholders.
Employee engagement
The Directors recognise that Integrity360 employees are fundamental and pivotal to our continued growth and successful delivery of our business model. The business regularly run events for staff to foster wellbeing and team spirit and the senior leadership team routinely engage with all levels of staff across the business.
Customers
We have an extensive customer base of long established and new customers. Engagement with customers is key, every department operates with a customer focus. The Company utilises Net Promoter Score surveys to measure and report on customer satisfaction.
Vendors and Suppliers
Focusing on long-term relationships and effective collaboration to bring a quality service to our customer, the business very much values and invests in its vendor relationships.
Environment and Communities
Awareness of the environment and the communities in which we operate is key, after adopting ESG reporting processes it is now better able to consider these when making decisions, operating as a good neighbour to those communities we operate in.
Investors
As key stakeholders supporting growth and expansion, the business focuses on clear and timely reporting to investors and maintains an open dialogue building relationships to foster a good understanding of current and future business direction and requirements.
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Strategic report (continued)
For the year ended 31 December 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Group’s gas emissions, energy consumption and energy efficiency action are noted in the Directors' Report.
On behalf of the Board of Directors:.
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Directors' report
For the year ended 31 December 2025
The Board of Directors (or the “Directors”) present their annual report and audited financial statements of
Integrity360 Limited (or the “Company”) for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £2,979,518 (2024 - £2,952,535).
Turnover for the year was £44,930,202 (2024 - £48,291,573) with a gross margin of £15,871,159 (2024 - £15,103,822), and underlying EBITDA of £3,534,341 (2024 - £3,452,120).
There were no dividends declared or paid by the Board during the year (2024 - £NIL).
The Directors who served during the year were:
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Thomas Schoendorff (appointed 1 May 2025)
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Key performance indicators
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The Company monitors its performance through the use of key performance indicators. These key performance indicators include the following:
The Directors have reviewed the performance of the Company by reference to the above key financial performance indicators and are satisfied with the Company’s performance.
The Company made no political donations during the year.
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Directors' report (continued)
For the year ended 31 December 2025
The Company reported a profit after taxation in the year amounting to £2,979,518 (2024 - £2,952,535) and a net current asset position of £6,953,370 (2024 - £3,951,221). The Group has ambitious growth plans and aims to become one of the largest cyber security practices operating throughout Europe by focusing on strong organic growth and additional acquisition activity. The Group will continue to bring new, innovative products and services to market. Further investment in employees, products, processes, systems, and marketing activity will be at the forefront of the Company’s priorities to ensure both growth, and continual improvement in customer satisfaction.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have undertaken a review of the future financing requirements for the ongoing operation of the Company and are satisfied that sufficient cash facilities are secured to meet its working capital requirement for at least 12 months from the date of signing these financial statements. On this basis, the Directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis. The Directors have considered the appropriateness of the going concern basis for the preparation of these financial statements.
The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.
Energy & Carbon Reporting
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This information is included in the consolidated financial statements of Milo Topco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
The well-being of the Company’s employees is safeguarded through the strict adherence to health and safety standards. The Health and Safety at Work etc. Act, 1974, imposes certain requirements on Directors, managers and employees. The Company has taken the necessary action to ensure compliance with the Act, including the adoption of a safety statement.
The Company communicates regularly with all employees on matters relating to its performance. Employees are encouraged to contribute to the decision-making process through regular meetings.
It is the policy of the Company to give full and fair consideration to applications for employment made by persons with disabilities, to continue where possible the employment of those who become disabled and to provide equal opportunities for the training and career development of disabled employees.
Research and development activities
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A number of the Company's development team worked on internal software development projects for future use in the business during the year. The cost of £355,554 (2024 - £251,719) associated with the development work has been capitalised and will be amortised over a 5 year period.
Details on how the Company has fostered relationships with suppliers, customers and others can be found within the Company’s Strategic Report in accordance with s414C(11) of the Companies Act 2006, as the Directors believe these to be of strategic importance to the Company.
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Directors' report (continued)
For the year ended 31 December 2025
Matters contained in the Strategic Report
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For disclosures relating to the principal activities, business review and principal risks the Company has chosen, in accordance with s414C(11) of the Companies Act, to set out in the Company’s Strategic Report which would otherwise be required by Schedule 7 of the ‘Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008’ to be contained in the Directors’ Report.
Disclosure of information to auditor
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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'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's auditor is aware of that information.
Significant events since financial year end
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There have been no other significant events which would result in a significant adjustment to these financial statements.
The auditor, Grant Thornton, has expressed their willingness to continue in office in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Directors’ Responsibilities Statement
For the year ended 31 December 2025
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company’s financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
On behalf of the board:
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Independent auditor's report to the members of Integrity360 Limited
We have audited the financial statements of Integrity360 Limited (the "Company"), which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 December 2025, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation is applicable law and accounting standards, issued by the Financial Reporting Council 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, Integrity360 Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2025 and of its financial performance for the year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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 Company’s ability to continue as a going concern for a period of at least twelve months from the date 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.
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Independent auditor's report to the members of Integrity360 Limited (continued)
Other information comprises information included in the Annual Report, other than the financial statements and our Auditor’s Report thereon, including the Directors' report and the Strategic Report. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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.
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Independent auditor's report to the members of Integrity360 Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102, 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 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the local law and tax, including Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team including ITGC specialists to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
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Independent auditor's report to the members of Integrity360 Limited (continued)
Responsibilities of the auditor for the audit of the financial statements (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company’s regulatory and legal correspondence and review of minutes of Directors’ meetings during the year to corroborate inquiries made;
∙gaining an understanding of the entity’s current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of tangible assets, intangible assets, trade debtors and amounts owed by group companies; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Dan Holland, FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Auditors
13-18 City Quay
Dublin 2
Date: 27 October 2026
Page 14
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Statement of comprehensive income
For the year ended 31 December 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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All amounts relate to continuing operations.
There was no other comprehensive income for 2025 (2024 - £NIL).
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The notes on pages 18 to 38 form part of these financial statements.
*Restated - refer to note 24.
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Page 15
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Integrity360 Limited
Registered number: 03538529
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Statement of financial position
As at 31 December 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The financial statements were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
The notes on pages 18 to 38 form part of these financial statements.
*Restated - refer to note 24.
Page 16
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Statement of changes in equity
For the year ended 31 December 2025
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At 1 January 2024 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2024 (as restated)
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Comprehensive income for the year
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Profit for the year (as restated)
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At 1 January 2025 (as restated)
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Comprehensive income for the year
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The notes on pages 18 to 38 form part of these financial statements.
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Page 17
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Notes to the financial statements
For the year ended 31 December 2025
Integrity360 Limited (the “Company”) is a private limited liability company incorporated in England. The registered office is 11 Ironmonger Lane, London, EC2V 8EY, United Kingdom.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Sterling (£), which is also the functional currency of the Company.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Milo Topco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
The financial statements have been prepared on the going concern basis.
The Company reported a profit after taxation in the year amounting to £2,979,518 (2024 - £2,952,535) and a net current asset position of £6,953,370 (2024 - £3,951,221). The Group has ambitious growth plans and aims to become one of the largest cyber security practices operating throughout Europe by focusing on strong organic growth and additional acquisition activity. The Group will continue to bring new, innovative products and services to market. Further investment in employees, products, processes, systems, and marketing activity will be at the forefront of the Company’s priorities to ensure both growth, and continual improvement in customer satisfaction.
Page 18
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Going concern (continued)
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After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have undertaken a review of the future financing requirements for the ongoing operation of the Company and are satisfied that sufficient cash facilities are secured to meet its working capital requirement for at least 12 months from the date of signing these financial statements. On this basis, the Directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis. The Directors have considered the appropriateness of the going concern basis for the preparation of these financial statements.
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Consolidated financial statements
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The parent company and parent company of both the largest and smallest group that prepares group financial statements at 31 December 2025 that consolidate the Company is Milo Topco Limited (the“ Ultimate Parent Company”) incorporated in the United Kingdom, registered office address 11 Ironmonger Lane, London, EC2V 8EY, United Kingdom. Financial statements for Milo Topco Limited are publicly available.
The following principal accounting policies have been applied:
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Foreign currency translation
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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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the 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 19
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Turnover is attributable to the sale of hardware and software, and rendering of cyber security services.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:
a.Sales of hardware and software products are recognised on delivery to the customer.
b.Managed security services and service level agreement are licenses on a subscription basis which are deferred and recognised over the period of the subscription.
c.Professional IT services relates to post-contract support arrangements that are deferred and recognised on a straight-line basis over the period of the agreements and in accordance with the stage of completion of the contract.
These are deferred and recognised over the period of the agreements or subscription and when all of the following conditions below are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee’s benefit from the use of the leased asset.
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases.
The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments.
Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Page 20
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.
Current or deferred taxation assets and liabilities are not discounted.
Page 21
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
2.13 Current and deferred taxation (continued)
Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the period or prior periods. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.
Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
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.
Goodwill
Goodwill represents the difference between price consideration on the cost of a business and the acquirer’s interest in the fair value of the identifiable assets and liabilities of the acquiree at the date of acquistion. 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 Statement of Comprehensive Income over its useful economic life.
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. Amortisation is provided on the following basis:
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over 10 years on a straight line basis
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over 5 years on a straight line basis
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Domain names & data lists
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over 5 years on a reducing balance basis
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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.
Page 22
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged on all tangible fixed assets, other than freehold land, so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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over 5 years on a reducing balance basis
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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 the Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment. Loans and intercompany receivables are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.
Page 23
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an assets carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
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Impairment of non-financial assets
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At each reporting date, non-financial assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying value is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in Statement of comprehensive income.
If the circumstances that gave rise to the impairment loss subsequently reverse, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in Statement of comprehensive income.
Page 24
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
2.20 Impairment of non-financial assets (continued)
Goodwill does not generate independent cash inflows and it must therefore be tested for impairment as part of a cash-generating unit (CGU). If impairment is identified in the period, the impairment loss is first allocated to the goodwill within the CGU, then to the other assets of the unit pro rata on the basis of the carrying amount of each of those assets. In doing so, the carrying amount of any asset in a CGU is not reduced below the higher of fair value less costs to sell (where determinable), value in use (where determinable), and zero. Any excess amount of the impairment loss which cannot be allocated to an asset because of the mentioned restriction is allocated to the other assets of the unit pro rata on the basis of the carrying amount of those other assets.
Any impairment losses recognised in respect of goodwill cannot be subsequently reversed, even if the original circumstances giving rise to the impairment cease to apply.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The Company made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources in the application of the Company’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors that are considered to be reasonable under the circumstances. Actual results may differ from the estimates.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Impairment of intangible assets including Goodwill
The Company assesses, at each financial period end date, whether there is objective evidence that an intangible asset is impaired. Impairment exists if one or more events have occurred since the initial recognition of the asset (an incurred loss event) that can be reliably estimated.
Deferred tax assets
Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and the level of future taxable profits together with future planning strategies.
Estimates and assumptions
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Useful economic lives of tangible and intangible assets
The annual depreciation and amortisation charge for tangible and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 and 14 for the carrying amount of the intangibles and tangible fixed assets, respectively. Further, see note 2.14 and 2.15 for the useful economic lives for each class of asset.
Page 25
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Notes to the financial statements
For the year ended 31 December 2025
3.Judgements in applying accounting policies (continued)
Impairment and recoverability of trade and other debtors
The Company makes an estimate of the recoverable value of trade, intercompany and other debtors. When assessing impairment of trade, intercompany and other debtors, management considers factors including the credit rating of the receivable, the ageing profile or receivables and historical experience. See note 15 for the carrying amount of trade, intercompany and other debtors. Impairment recognised is disclosed in note 6.
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An analysis of turnover by class of business is as follows:
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Sale of goods and services
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Analysis of turnover by country of destination:
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*Restated - refer to note 24.
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Supplier rebates received
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Page 26
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Notes to the financial statements
For the year ended 31 December 2025
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The operating profit is stated after charging (crediting):
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Depreciation of tangible assets
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Amortisation of intangible assets
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Impairment of trade receivables
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Rental payment under operating leases
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Foreign exchange (gain) losses
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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Employee costs of £355,554 (2024 - £251,719) were capitalised during the year.
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The average monthly number of employees, including the Directors, during the year was as follows:
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Page 27
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Notes to the financial statements
For the year ended 31 December 2025
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Directors' remuneration of £NIL (2024 - £NIL) were capitalised during the year.
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Interest receivable and similar income
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Other interest receivable
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Interest payable and similar expenses
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Bank loans and overdrafts
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The Company paid the following amounts to its auditors in respect of the audit of the financial statements provided to the Company:
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Fees payable to the Company's auditor for the audit of the annual accounts
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The Company has taken advantage of the exemption not to disclose fees paid to the Company's auditor and its associates for services other than the statutory audit of the Company as the Company is included in the consolidated financial statements of the Group, which are prepared in accordance with Companies Act 2006 and are audited by the same auditor.
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Page 28
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Notes to the financial statements
For the year ended 31 December 2025
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Current tax on profits for the year
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Group relief claimed under TCA 97 s420
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 29
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Notes to the financial statements
For the year ended 31 December 2025
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Domain names data lists are being written off on a reducing balance basis over its estimated economic life at 20% per annum. Capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives at 20% per annum.
Goodwill is primarily related to the customer contracts’ capability to generate future cash flows to the Company. Goodwill is being written off on a straight line basis over its estimated economic life at 10% per annum.
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Page 30
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Notes to the financial statements
For the year ended 31 December 2025
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Amounts owed by group undertakings
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The amounts owed by group companies are unsecured, interest free and repayable on demand.
Prepayments relate to advance payments made to suppliers in relation to the sale of hardware and software.
An impairment loss of £41,437 (2024 - £46,547) was recognised against trade debtors.
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Page 31
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Notes to the financial statements
For the year ended 31 December 2025
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and other creditors
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The carrying amounts of trade and other payables approximate to their fair values largely due to the short term maturities and nature of these instruments. The repayment terms of trade creditors vary between on demand and 90 days. No interest is payable on trade creditors.
Other payables (including accruals) are payable at various dates in accordance with each supplier's usual and customary credit terms.
As at year end, GLAS Trust Corporation Limited and RBS Invoice Finance Limited held a deed of accession, along with fixed and floating charges, covering all the property and undertaking of the Company.
Bank overdrafts are due to discounting charged by the bank that exceeds the funds held on bank account.
Value added taxes (VAT), payroll tax liabilities and corporation tax are payable at various dates over the coming months in accordance with applicable statutory tax payment dates.
The amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Deferred income refers to amounts received in advance of providing goods or services. The entity has a future obligation to deliver goods or services. Revenue is only recognised when the performance obligation is satisfied.
*Restated - refer to note 24.
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Page 32
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Notes to the financial statements
For the year ended 31 December 2025
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The deferred tax balance is made up as follows:
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Tax losses carried forward
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Allotted, called up and fully paid
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5,000 (2024 - 5,000) Euro Preference shares of €1.00 each
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70,000 (2024 - 70,000) Ordinary A shares of £1.00 each
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1,000 (2024 - 1,000) Ordinary B shares of £1.00 each
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Page 33
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Notes to the financial statements
For the year ended 31 December 2025
19.Share capital (continued)
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The Ordinary A shares, Ordinary B shares and Euro preference shares shall constitute separate classes of shares in the Company, but shall, save as hereinafter expressly provided, rank pari passu in all respects.
(a) Ordinary A shares of £1 each
The following provisions shall apply to the Ordinary A shares:
The holders of Ordinary A shares shall have the right to receive notice of, attend, speak and vote at any general meeting of the Company and each holder of Ordinary A shares shall have one vote.
The holders of the Ordinary A shares will be entitled to a payment of a dividend subsequent to any dividend declared and paid to Preference shareholders. No dividend shall be declared or paid in respect of any (or all) of the Ordinary A shares, Ordinary B shares or Preferred shares unless a dividend is also declared and paid in respect of those other share classes.
(b) Ordinary B shares of £1 each
The following provisions shall apply to the Ordinary B shares:
The holders of Ordinary B shares shall have the right to receive notice of, attend, speak and vote at any general meeting of the Company and each holder of Ordinary B shares shall have one vote.
The holders of the Ordinary B shares will be entitled to a payment of a dividend subsequent to any dividend declared and paid to Preference shareholders. No dividend shall be declared or paid in respect of any (or all) of the Ordinary A shares, Ordinary B shares or Preferred shares unless a dividend is also declared and paid in respect of those other share classes
(c) Euro Preference shares of €1 each
The following provisions shall apply to the Euro Preference shares:
The holders of Euro Preference shares shall have the right to receive notice of, attend, speak and vote at any general meeting of the Company and each holder of Euro Preference shares shall have one vote.
The holders of the Euro Preference shares will be entitled to a payment of a dividend subsequent to any dividend declared and paid to Preference shareholders. No dividend shall be declared or paid in respect of any (or all) of the Ordinary A shares, Ordinary B shares or Euro Preference shares unless a dividend is also declared and paid in respect of those other share classes.
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Profit and loss account
The profit and loss account represents the cumulative gains and losses recognised in the Statement of Comprehensive Income, net of transfers to/from other reserves and dividends paid.
Called up share capital
Called up share capital represent the nominal value of shares that have been issued.
Page 34
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Notes to the financial statements
For the year ended 31 December 2025
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £251,616 (2024 - £439,682).
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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As permitted by FRS 102, the Company has taken advantage of the disclosure exemptions available under the standard in relation to related party transactions.
As all entities that are party to such transactions are wholly-owned within the group. Transactions with directors relate to directiors' remuneration only and are disclosed at note 8.
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Page 35
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Notes to the financial statements
For the year ended 31 December 2025
During the year, the Company identified historical accrued revenue and deferred revenue balances relating to contracts completed in prior periods. Management determined that these balances arose from posting errors which resulted in the amounts not being cleared appropriately. As the contracts are no longer active and no future transactions are expected, the balances were deemed invalid. There were also balances of accrued and deferred income that were recorded in the incorrect entity within the group. These balances have been reclassified in the prior period to intercompany receivables and payables. As the errors originated in prior periods, the comparative figures for the year ended 31 December 2024 have been restated to correct the historical misstatement.
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Statement of comprehensive income
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Interest receivable and similar income
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Interest payable and similar charges
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Page 36
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Notes to the financial statements
For the year ended 31 December 2025
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Prior year adjustment (continued)
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Statement of financial position
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Statement of changes in equity
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Post balance sheet events
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There have been no significant events since the year end date which would result in an adjustment to these financial statements.
Page 37
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Notes to the financial statements
For the year ended 31 December 2025
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Ultimate Parent and and controlling party
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The Company is a wholly owned subsidiary of Milo Bidco UK Limited, a company incorporated in the United Kingdom.
The ultimate parent undertaking is Milo Topco Limited, a company registered in the United Kingdom, and the ultimate controlling party is considered to be August equity LLP.
Page 38
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