REGISTERED NUMBER: 07703538 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025

FOR

AFFIRMED NETWORKS UK LIMITED

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

4

Income statement

6

Other comprehensive income

7

Balance sheet

8

Statement of changes in equity

9

Notes to the financial statements

10

Directors:

Keith R Dolliver

Benjamin O Orndorff

Secretary:

Reed Smith Corporate Services Limited

Registered office:

1 Blossom Yard, Fourth Floor

London

United Kingdom

E1 6RS

Registered number:

07703538 (England and Wales)

Auditors:

Hayvenhursts Limited

Fairway House

Links Business Park

St Mellons

Cardiff

CF3 0LT

The directors present their strategic report for the year ended 31 January 2025.

Principal activities

Affirmed Networks UK Limited markets and deploys wireless network-based solutions for telecommunication service providers and operators.

Review of business

Key performance indicators

The key financial and other performance indicators during the period, for the company, were as follows:

2025

2024

Change

£'000

£'000

%

Turnover

104

118

(12)

Operating profit

5

6

(17)

Profit after tax

117

108

8

Profit and loss reserves

3,101

2,984

4

Current assets as % of current liabilities (quick ratio)

8,562%

7,321%

17

Average number of employees

-

-

-

Operating profit and profit after tax are used to track the underlying performance of the business.

Principal risks and uncertainties

The principal risks and uncertainties the company faces are broadly grouped as competitive, industry, and financial instrument risk.

Competitive risks

The market has competition with substitute products and larger companies.

Industry risks

The industry is one that continues to present rapid technological changes.

Financial instrument risks

The company has established a risk and financial framework whose primary objectives are to protect the company from events that hinder the achievement of the company's performance objectives.

The objectives aim to ensure sufficient working capital exists and monitor the management of risk for the company.

Future developments

The directors aim to maintain the management policies which have resulted in the company's substantial growth in recent years.

On behalf of the board:

Benjamin O Orndorff - Director

3 October 2025

The directors present their report with the financial statements of the company for the year ended 31 January 2025.

Dividends

No dividends will be distributed for the year ended 31 January 2025.

Future developments

The directors aim to maintain the management policies which have resulted in the company's substantial growth in recent years.

There have been no changes to the business activities or risk profile of the Company subsequent to the end of the reporting period.

Directors

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

Keith R Dolliver

Benjamin O Orndorff

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic report, 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 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 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.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

Hayvenhursts Limited have expressed their willingness to continue in office as auditor. Unless the member takes action (as set out in section 488 of the Companies Act 2006) to prevent the deemed reappointment of the auditors, Hayvenhursts Limited will be deemed to be reappointed for the financial year ending on 31 January 2025 at the end of the period for appointing auditors.

On behalf of the board:

Benjamin O Orndorff - Director

3 October 2025

Opinion

We have audited the financial statements of Affirmed Networks UK Limited (the 'company') for the year ended 31 January 2025 which comprise the Income statement, Other comprehensive income, Balance sheet, Statement of changes in equity and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 January 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic report and the Report of the directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Report of the directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.

- We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.

- We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by meeting with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage the results. We considered the controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.

A further description of our 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 Report of the auditors.

Use of our report

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 a Report of the auditors 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.

Gareth R Williams (Senior Statutory Auditor)

for and on behalf of Hayvenhursts Limited

Fairway House

Links Business Park

St Mellons

Cardiff

CF3 0LT

3 October 2025

TURNOVER

4

103,880

118,299

Administrative expenses

(98,933

)

(112,666

)

OPERATING PROFIT

6

4,947

5,633

Interest receivable and similar income

7

152,608

136,630

157,555

142,263

Interest payable and similar expenses

8

(988

)

-

PROFIT BEFORE TAXATION

156,567

142,263

Tax on profit

9

(39,144

)

(34,186

)

PROFIT FOR THE FINANCIAL YEAR

117,423

108,077

PROFIT FOR THE YEAR

117,423

108,077

OTHER COMPREHENSIVE INCOME

Fixed asset investment revaluation

2,331

(1,126

)

Deposit revaluation

285

2,878

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

2,616

1,752

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

120,039

109,829

FIXED ASSETS

Investments

10

28,706

26,374

CURRENT ASSETS

Debtors

11

3,096,915

3,001,606

Cash at bank

18,488

713

3,115,403

3,002,319

CREDITORS

Amounts falling due within one year

12

(36,388

)

(41,011

)

NET CURRENT ASSETS

3,079,015

2,961,308

TOTAL ASSETS LESS CURRENT LIABILITIES

3,107,721

2,987,682

CAPITAL AND RESERVES

Called up share capital

13

100

100

Other comprehensive income

14

6,588

3,972

Retained earnings

14

3,101,033

2,983,610

SHAREHOLDERS' FUNDS

3,107,721

2,987,682

The financial statements were approved by the Board of Directors and authorised for issue on 3 October 2025 and were signed on its behalf by:

Benjamin O Orndorff - Director

Called up

Other

share

Retained

comprehensive

Total

capital

earnings

income

equity

£

£

£

£

Balance at 1 February 2023

100

2,875,533

2,220

2,877,853

Changes in equity

Total comprehensive income

-

108,077

1,752

109,829

Balance at 31 January 2024

100

2,983,610

3,972

2,987,682

Changes in equity

Total comprehensive income

-

117,423

2,616

120,039

Balance at 31 January 2025

100

3,101,033

6,588

3,107,721

1.	STATUTORY INFORMATION

Affirmed Networks UK 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.

The company’s functional and presentational currency is pounds sterling (£) and the financial statements have been rounded to the nearest pound (GBP).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The directors have prepared the accounts on a going concern basis, which assumes that the company will achieve sufficient financial resources, in order to meet its short and medium term liability requirements. The company relies on the support of its parent company, Affirmed Networks, Inc. who have confirmed that they will continue to provide this for the foreseeable future.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Affirmed Networks UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Microsoft Corporation, .

Turnover

Turnover represents amounts charged to the company's parent under an agreement for sales and marketing services provided, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

Investments in subsidiaries

The investments in subsidiaries undertakings are stated at cost less any provision for diminution in value. Any profits or losses on disposal of investments are taken to the profit and loss account. Income from investments is recognised when entitlement to dividends or interest is established.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at the balance sheet date. All difference are taken to the Profit and loss accounts.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

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

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31/1/25

31/1/24

£

£

Amounts charged to Parent Co.

103,880

118,299

103,880

118,299

An analysis of turnover by geographical market is given below:

31/1/25

31/1/24

£

£

United Kingdom

103,880

118,299

103,880

118,299

5.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was Nil (2024 - Nil).

31/1/25

31/1/24

£

£

Directors' remuneration

-

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

31/1/25

31/1/24

£

£

Auditors' remuneration

4,380

4,194

Foreign exchange differences

5,239

69

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

31/1/25

31/1/24

£

£

Interest receivable from group

152,608

135,765

Corporation tax interest

received

-

865

152,608

136,630

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/1/25

31/1/24

£

£

Corporation tax interest paid

988

-

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31/1/25

31/1/24

£

£

Current tax:

UK corporation tax

39,144

34,186

Tax on profit

39,144

34,186

Tax effects relating to effects of other comprehensive income

31/1/25

Gross

Tax

Net

£

£

£

Fixed asset investment revaluation

2,331

-

2,331

Deposit revaluation

285

-

285

2,616

-

2,616

31/1/24

Gross

Tax

Net

£

£

£

Fixed asset investment revaluation

(1,126

)

-

(1,126

)

Deposit revaluation

2,878

-

2,878

1,752

-

1,752

10.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost or valuation

At 1 February 2024

26,374

Revaluations

2,332

At 31 January 2025

28,706

Net book value

At 31 January 2025

28,706

At 31 January 2024

26,374

The company's investments at the Balance sheet date in the share capital of companies include the following:

Affirmed Networks France EN

Registered office: 63 TER Avenue Edouard Vaillant, Boulogne-Billancourt, 92100 France

Nature of business: Sales and marketing services

%

Class of shares:

holding

Ordinary

100.00

Affirmed Networks Czech Republic sro

Registered office: Nadrazni 344/23, Smichov, 15000 Praha 5

Nature of business: Sales and marketing services

%

Class of shares:

holding

Ordinary

99.00

Affirmed Networks Spain, S.L.

Registered office: PS Club Deportivo Parque Empresarial La Finca 1

Nature of business: Sales, marketing and support services

%

Class of shares:

holding

Ordinary

100.00

Affirmed Networks Canada Limited

Registered office: 1055 Dunsmuir St., Suite 3000, Vancouver, BC, V7X 1K8 Canada

Nature of business: Sales, marketing and support services

%

Class of shares:

holding

Class A Common

100.00

Affirmed Networks Jamaica Limited

Registered office: 47-49, Trinidad Terrace, Kingston 5, Saint Andrew, Jamaica

Nature of business: Sales, marketing and support services

%

Class of shares:

holding

Ordinary

100.00

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/1/25

31/1/24

£

£

Amounts owed by group undertakings

3,082,095

2,987,187

Other debtors

14,704

14,419

Tax

116

-

3,096,915

3,001,606

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/1/25

31/1/24

£

£

Trade creditors

17,145

7,334

Amounts owed to group undertakings

7,873

-

Tax

-

17,560

Accrued expenses

11,370

16,117

36,388

41,011

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/1/25

31/1/24

value:

£

£

100

Ordinary

£ 1

100

100

The ordinary shares has full rights to receive notice of, attend and vote at general meetings. One share carries one vote and full rights to dividends and capital distributions.

14.

RESERVES

Other

Retained

comprehensive

earnings

income

Totals

£

£

£

At 1 February 2024

2,983,610

3,972

2,987,582

Profit for the year

117,423

117,423

Revaluations

-

2,616

2,616

At 31 January 2025

3,101,033

6,588

3,107,621

15.	CONTINGENT LIABILITIES

In the opinion of the directors, there were no capital or financial liabilities as at 31 January 2025 (2024: Nil).

16.	RELATED PARTY DISCLOSURES

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.

17.	ULTIMATE PARENT COMPANY

The immediate parent undertaking of the company is Affirmed Networks, Inc., a company incorporated in 35, Nagog Park, Acton, MA,01720 USA.

The ultimate parent company is Microsoft Corporation, a company incorporated in One Microsoft Way, Redmond, Washington, 98052-6399.

The largest and smallest group in which the results of the company are consolidated is the group headed by Microsoft Corporation. Consolidated financial statements are available on the company website https://www.microsoft.com/en-us/Investor/annual-reports.

No other group accounts include the results of the company.

The ultimate controlling party is Microsoft Corporation.