REGISTERED NUMBER: 11953616 (England and Wales)

BAM BOOM CLOUD LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr M Lipfield

Mr J W F S Stam

M Do Carmo Correia

REGISTERED OFFICE:

10 Wardwick

Derby

DE1 1HA

REGISTERED NUMBER:

11953616 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Gary Underwood

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

Pinnacle House

1 Pinnacle Way,

Derby

Derbyshire

DE24 8ZS

FIXED ASSETS

Intangible assets

4

-

1,168,750

Tangible assets

5

88,383

153,778

Investments

6

-

-

88,383

1,322,528

CURRENT ASSETS

Stocks

7

-

77,707

Debtors

8

4,327,264

1,580,675

Cash at bank and in hand

774,057

741,236

5,101,321

2,399,618

CREDITORS

Amounts falling due within one year

9

8,703,365

5,277,715

NET CURRENT LIABILITIES

(3,602,044

)

(2,878,097

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,513,661

)

(1,555,569

)

CAPITAL AND RESERVES

Called up share capital

12

15,000

15,000

Share premium

1,485,000

1,485,000

Retained earnings

(5,013,661

)

(3,055,569

)

SHAREHOLDERS' FUNDS

(3,513,661

)

(1,555,569

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

Mr J W F S Stam - Director

1.	STATUTORY INFORMATION

Bam Boom Cloud Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

At the year end the company had net current liabilities of £3,602,044 (2023 - £2,878,097) and is dependent upon the support of the group in order to meet their liabilities.

The directors have indicated clear awareness of the position and are not aware of any reason why this support would not be available. The financial statements do not include any adjustments that may be required if the group support were not to be available.

Preparation of consolidated financial statements

The financial statements contain information about Bam Boom Cloud Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

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

Revenue

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 :

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions 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.

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 Company 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.

Amortisation

Purchased goodwill is amortised on a straight line basis over 20 years, being the expected useful economic life of that asset.

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 Company'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 statement of income and retained earnings over it's useful economic life.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Plant and equipment

-

5% to 33.33% straight line

Leasehold improvements

-

20% straight line

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 Income and Retained Earnings.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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 measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Pensions

During the prior year, the Company contributed to a group personal pension scheme for the benefit of employees. Premiums are charged to the profit and loss account in the period to which they relate.

Financial instruments

The limited company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from and to related parties and bank loans.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and bank deposits.

Trade debtors

Trade debtors are amounts due for goods sold or services rendered in the ordinary course of business.

Trade debtors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtor.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade creditors are classified as current liabilities of the company does not have an unconditional right, at the end of the reporting date, to defer settlement of the creditor for at least twelve months after the reporting date.If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Income and Retained Earnings in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 25 ) .

4.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

1,500,000

Impairments

(1,093,750

)

At 31 December 2024

406,250

AMORTISATION

At 1 January 2024

331,250

Charge for year

75,000

At 31 December 2024

406,250

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

1,168,750

Goodwill arose on the purchase of the company's trade.

5.	TANGIBLE FIXED ASSETS

Improvements

to

Plant and

property

machinery

Totals

£

£

£

COST

At 1 January 2024

211,869

124,874

336,743

Disposals

-

(124,874

)

(124,874

)

At 31 December 2024

211,869

-

211,869

DEPRECIATION

At 1 January 2024

81,113

101,852

182,965

Charge for year

42,373

-

42,373

Eliminated on disposal

-

(101,852

)

(101,852

)

At 31 December 2024

123,486

-

123,486

NET BOOK VALUE

At 31 December 2024

88,383

-

88,383

At 31 December 2023

130,756

23,022

153,778

The net book value of tangible fixed assets includes £NIL (2023 - £ 1,980 ) in respect of assets held under hire purchase contracts.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

20,976

PROVISIONS

At 1 January 2024

and 31 December 2024

20,976

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

7.

STOCKS

31.12.24

31.12.23

£

£

Stocks

-

77,707

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

260,196

1,180,611

Other debtors

9,486

11,288

VAT

419,548

162,186

Tax

7,837

7,837

Prepayments and accrued income

3,630,197

218,753

4,327,264

1,580,675

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Hire purchase contracts (see note 10)

-

943

Trade creditors

84,409

1,480,362

Amounts owed to group undertakings

8,444,611

3,328,039

Accruals and deferred income

174,345

468,371

8,703,365

5,277,715

10.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase

contracts

31.12.24

31.12.23

£

£

Net obligations repayable:

Within one year

-

943

Non-cancellable

operating leases

31.12.24

31.12.23

£

£

Within one year

50,000

50,000

Between one and five years

43,750

93,750

93,750

143,750

11.	SECURED DEBTS

HSBC Ventures USA Inc. holds a fixed and floating charge and negative pledge against all property or undertaking of the company.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

750,000

Ordinary A

1p

7,500

7,500

750,000

Ordinary B

1p

7,500

7,500

15,000

15,000

The above shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Mr Gary Underwood (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

14.	CONTINGENCIES

The company is party to a composite charge given to HSBC Ventures USA Inc. between Bamboo Cloud Holdings Limited, Bam Boom Cloud Limited, Pax8 UK Limited and Wirehive Limited.

15.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is Pax8 Inc., a company registered in the United States of America at 5500 South Quebec Street, Suite 350, Greenwood Village, CO 80111 United States.

16.	PENSION COMMITMENTS

During the prior year, the company operated 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 cost charge represents contributions payable by the company to the fund and amount to £Nil (2023: £120,207).

Contributions totalling £Nil (2023: £Nil) were payable to the fund at the balance sheet date.