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Registered number: 10791762
APPLOGIC NETWORKS OP (UK) LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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APPLOGIC NETWORKS OP (UK) LTD
REGISTERED NUMBER: 10791762
BALANCE SHEET
AS AT 31 DECEMBER 2024
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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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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 November 2025.
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M Kawecki
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The notes on pages 2 to 12 form part of these financial statements.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Applogic Networks Op (UK) Ltd. (the Company), is a company incorporated in the United Kingdom under the Companies Act. The company is a private company limited by shares and is registered in England and Wales. The registered office is 12 New Fetter Lane, London, EC4A 1JP.
The company changed its name from Sandvine Op (UK) Ltd to Applogic Networks Op (UK) Ltd. on 25 September 2025.
The principal activity of the Company in the period under review was to provide sales activities and target customers in Europe. The Company provides Network Intelligence solutions to network operators.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis.
In forming this view, the directors have considered the Company’s position within the wider Sandvine group, whose ultimate parent undertaking during the reporting period was Procera II LP, together with the broader restructuring activities initiated at the group level.
On 28 June 2024, the group completed a lender-led legal reorganisation and debt restructuring that resulted in a change of control to its secured lenders and modification of the group’s first-lien and second-lien financing arrangements. On 2 October 2024, the group entered into a Restructuring Support Agreement (RSA) with more than 97% of its secured lenders, and on 7 November 2024, certain Sandvine group entities commenced in-court restructuring proceedings under the Canadian Companies’ Creditors Arrangement Act (CCAA), with Chapter 15 recognition in the United States.
The Company itself was not a party to the CCAA or Chapter 15 proceedings and has continued to operate normally. Management has reviewed the Company’s financial position, cash flow forecasts and funding arrangements and is satisfied that it has access to adequate resources to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements.
Accordingly, the directors consider the going concern basis of preparation to be appropriate for these financial statements.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is USD and balances are rounded to the nearest whole USD.
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 Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net 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, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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The average monthly number of employees, including directors, during the year was 12 (2023 - 13).
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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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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Other taxation and social security
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Accruals and deferred income
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During 2024, Jefferies Finance LLC and Barings Finance LLC had their fixed and floating charges over the assets of the Company terminated. Acquiom Agency Services LLC initiated fixed and floating charges over the assets of the Company pursuant to a debenture, share pledge agreement, and a collateral agreement, which agreements are part of the collateral package in respect of the broader entity group.
On March 3, 2025, a restructuring transaction took place for the broader entity group which removed the Company from the collateral package.
As at December 31, 2024, the group had $438.6M of borrowings. The revolving credit facility expired on June 28, 2024 and was not extended.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates a defined contribution 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 amounted to $74,583 (2023: $64,121). Pension contribution payable to the fund at the balance sheet date is $9,250 (2023: $13,676), and is included within accruals.
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Commitments under operating leases
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The Company had no commitments under non-cancellable operating leases at the balance sheet date.
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Post balance sheet events
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Subsequent to the balance sheet date, the Group’s in-court restructuring under the Canadian Companies’ Creditors Arrangement Act (CCAA) and companion recognition proceedings under Chapter 15 of the U.S. Bankruptcy Code progressed in line with the restructuring support agreement entered into with secured lenders in October 2024.
On 30 January 2025, the Ontario Superior Court of Justice approved the Stalking Horse Agreement and related transactions, as well as an order granting enhanced powers to the court-appointed monitor following closing. On 24 February 2025, the United States Bankruptcy Court for the Northern District of Texas (Dallas Division) entered an order recognising and giving effect within the United States to the Canadian court orders approving the Stalking Horse Agreement and the enhanced monitor powers.
On 3 March 2025, the restructuring transactions contemplated by the Stalking Horse Agreement were completed. These transactions included the sale of certain operating assets of Sandvine to newly formed entities branded as AppLogic Networks, primarily based in the United States, and the transfer of most Sandvine entities outside the United States and Canada into the AppLogic Networks structure. As part of this restructuring, the shares of Sandvine OP UK Ltd were transferred from Sandvine Holdings UK Ltd to Sandvine Corporation, and thereafter from Sandvine Corporation to AppLogic Networks UK Ltd.
In addition, as part of the group reorganisation, Sandvine OP UK Ltd acquired 100,000 ordinary shares in AppLogic Sweden AB (Formerly known as Sandvine Sweden AB), creating direct ownership interest in that subsidiary.
Certain of the newly formed AppLogic Networks entities, including the ultimate parent company, were organised as limited liability companies incorporated in the United States. The restructuring also provided for transition services arrangements between certain legacy entities remaining in the CCAA process and the newly formed AppLogic Networks group, to ensure continuity of service delivery until those legacy entities are wound up or otherwise discharged under applicable law.
As part of the wider group reorganisation completed on 3 March 2025, certain intercompany balances were contractually released through deeds executed between group entities. In particular, the loan payable from Sandvine Holdings UK Ltd to Sandvine OP UK Ltd and the loan from Sandvine Corporation to Sandvine OP UK Ltd were formally discharged by Deeds of Release dated 2 March 2025, executed under English law. These releases resulted in the write-off of the related intercompany receivables previously provided for under the allowance for doubtful debts (AFDA). The deeds provide unconditional and irrevocable forgiveness of the outstanding amounts.
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APPLOGIC NETWORKS OP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Post balance sheet events (continued)
The directors continue to assess the implications of these events for the Company and its future operations. No adjustments have been made to these financial statements as the above events occurred after the balance sheet date.
The previous immediate parent Sandvine LP (Cayman) was dissolved on November 14, 2024.
As at December 31, 2024, the immediate and ultimate parent of the Company is Procera II LP (Cayman). Procera II LP is a exempted Limited Partnership incorporated in the Cayman Islands whose registered office is at PO Box 309, Ugland House, South Church Street, George Town, KY1-1104, Cayman Islands. The principal office of the Procera II LP shall be located at 410 Albert Street, Suite 201, Waterloo, Ontario, Canada.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the Company and group have commenced proceedings under the Companies' Creditors Arrangement Act ("CCAA") in the Ontario Superior Court of Justice and the Court for the Northern District of Texas which may cast significant doubt on the Company's ability to continue as a going concern. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 21 November 2025 by Anthony Campbell (Senior Statutory Auditor) on behalf of Nortons Assurance Limited.
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