REGISTERED NUMBER: 09604706 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PRAGMA CLOUD LIMITED

Page

Company Information

1

Report of the Directors

2

Statement of Comprehensive Income

3

Balance Sheet

4

Statement of Changes in Equity

5

Notes to the Financial Statements

6

DIRECTORS:

W R C Morey

P Maher

D J Williams

J P Murphy

SECRETARY:

R A Matzopoulos

REGISTERED OFFICE:

The Scalpel

18th Floor

52 Lime Street

London

EC3M 7AF

REGISTERED NUMBER:

09604706 (England and Wales)

ACCOUNTANTS:

Watson Associates (Professional Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

The directors present their report with the financial statements of the Company for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

W R C Morey

P Maher

D J Williams

Other changes in directors holding office are as follows:

D J Pile - resigned 4 June 2024

J P Murphy - appointed 4 June 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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 and then apply them consistently;

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

- 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 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

P Maher - Director

25 September 2025

TURNOVER

-

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

4

-

-

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

-

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

-

CURRENT ASSETS

Debtors

6

100

100

TOTAL ASSETS LESS CURRENT LIABILITIES

100

100

CAPITAL AND RESERVES

Called up share capital

7

100

100

SHAREHOLDERS' FUNDS

100

100

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

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:

P Maher - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2022

100

-

100

Changes in equity

Balance at 31 December 2023

100

-

100

Changes in equity

Balance at 31 December 2024

100

-

100

1.	STATUTORY INFORMATION

Pragma 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 preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

- the requirements of IFRS 7 Financial Instruments: Disclosures;

- the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

- the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

- the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

- the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

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 profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only 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.

Taxation

Current tax is the amount of income tax payable on the taxable profits arising in the year and prior years. Taxable profit differs from net profit as reported in the profit or loss because it excludes items of income or expense that are taxable or deductible in other years, it includes items that are tax deductible but do not affect net profit and it further excludes items that are never taxable or deductible.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the period ended 31 December 2023.

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

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

5.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

100

100

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

8.

RESERVES

Retained

earnings

£

Profit for the year

-

At 31 December 2024

-

9.	ULTIMATE PARENT COMPANY

Gamma Communications plc (incorporated in United Kingdom ) is regarded by the directors as being the company's ultimate parent company.

The Company's immediate parent company is Pragma Distribution Limited (incorporated in England and Wales) by virtue of its 100% shareholding.

The registered office of Gamma Communications plc is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF. The financial statements of Gamma Communications plc are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.

10.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available within FRS101 'Reduced Disclosure Framework' to not disclose transactions with other members of the Group headed by Gamma Communications plc. The Company is a 95% owned subsidiary of Gamma Communications plc, the Ultimate Parent Company, and details of all related party transactions are disclosed within the Group accounts.