REGISTERED NUMBER: 05451011 (England and Wales)

WIREHIVE LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

J W F S Stam

Ms M Do Carmo Correia

C Foster

REGISTERED OFFICE:

Chester House

Farnborough Aerospace Centre

Farnborough

Hampshire

GU14 6TQ

REGISTERED NUMBER:

05451011 (England and Wales)

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS

The company's principal activities are buying, selling and managing cloud solutions within the marketplace and delivering client business value through Software as a service (Saas) and Infrastructure as a service (IaaS). This is completed through the support to Pax8 UK Limited, the company's immediate parent company.

The company has continued to transition any remaining partners to Pax8 UK Limited in order to provide them with access to the advantageous features available through the Pax8 Platform.

KEY PERFORMANCE INDICATORS

The board uses various financial measures to assess the financial position and overall performance of its business. These include turnover, gross profit gross and gross profit margin, operating profit growth and operating profit margin.

Key Performance

Indicator

2024 (£'000)

2023 (£'000)

Growth %

Turnover

100,070

69,681

43.6%

Gross Profit / (Loss)

(20)

821

(100%)

Gross Margin

0%

1%

Operating Profit / (Loss)

(91)

336

Operating Margins

0%

1%

Since the company has transferred a large proportion of its partners to Pax8 UK Limited, we would not anticipate a large profit or loss each year as most cost of sales are recharged to the parent at cost.

Despite the reduction in profitability in the company's standalone financial statements, the increase in Turnover is a great indicator of the growth in the group's overall revenue.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to several risks including supplier risk, currency risk, liquidity risk and other risk considerations.

Supplier Risk

The company has mutually beneficial partnerships with leading technology vendors. Termination of or change in service agreements with partners could impact on revenue growth. The risk is managed proactively ensuring appropriate commercial agreements are in place.

Currency Risk

The company's sales and purchases are primarily in Great British Pounds; however, the company also transacts in US Dollars and Euros and is therefore exposed to fluctuation in exchange rates with these currencies.

Liquidity Risk

In order to maintain liquidity and ensure sufficient funds are available for ongoing operations and future developments the company uses intra-group financing.

Other Risks

Professional liability for failure to deliver in accordance with client expectations may increase the risk of litigation. The company and wider group actively monitors this risk and carries general liability insurance. Failure to retain and recruit key personnel could harm the company's ability to meet key objective.

SECTION 172(1) STATEMENT

The directors have met as a board on a quarterly basis in the past year and with the senior management on a more regular basis. The directors are satisfied that they have acted both individually and collectively in good faith to promote the success of the group for the benefit of its stakeholders by considering the following:

The directors consider the consequences of any decision in the long term, by assessing risk and implementing measures to mitigate those risks to a level that is acceptable for the business. The group uses its management system, board meetings, and management review meetings to understand the risk profiles.

For the benefits of all stakeholders, the directors are committed to sustainable growth of the group. This is achieved through maintaining client relationships by delivering quality and value and to target growth in its customer base, new sectors and new geographical locations.

The well-being of employees is of paramount importance to the directors and the subsequent reciprocal relationship is fundamental to the success of the business. The group has implemented a new HR platform to allow for better employee experience, and this will continue to be enhanced over the coming years.

The group is committed to establishing dynamic business relationships with vendors, partners, and other stakeholders and The board understand the importance of these stakeholders in the success and sustainability of the business. The company aim to pay all suppliers within the agreed terms and have invested in technology to assist it to improve.

Being a fast-growing tech company, The board are conscious of the environmental impact of its operations. The board have made sustainability a priority, investing in energy-efficient infrastructure, and adopting sustainable practices within its supply chain.

The group is also actively involved in the communities in which it operates, supporting charitable initiatives and local projects.

FUTURE DEVELOPMENTS

Wirehive remains committed to support transitioned partners and its parent, Pax8 UK Limited, with the ongoing licensing and access to the advantageous features of the Pax8 platform.

ON BEHALF OF THE BOARD:

J W F S Stam - Director

12 December 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

RESEARCH AND DEVELOPMENT

The company does not carry out any research and development activities.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

R Belgrave - resigned 26 September 2024

S Green - resigned 26 September 2024

N S Heddy - resigned 26 September 2024

J D Keith - resigned 26 September 2024

C R Knuth - resigned 26 September 2024

J Rossell - resigned 26 September 2024

M Lipfield - appointed 26 September 2024

J W F S Stam - appointed 26 September 2024

Ms M Do Carmo Correia - appointed 26 September 2024

C Foster was appointed as a director after 31 December 2024 but prior to the date of this report.

M Lipfield ceased to be a director after 31 December 2024 but prior to the date of this report.

GOING CONCERN

After making enquiries, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing the financial statements.

In determining whether it is appropriate to adopt going concern basis the directors considered the following factors:

- Funding support provided by the company's parent company and ongoing contracts with key suppliers.

DISCLOSURE IN THE STRATEGIC REPORT

Future developments have been disclosed within the directors report.

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). 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;

-	state whether applicable 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 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.

In the case of each director in office at date the directors report is approved:

- So far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware; and

- They have taken all steps that they should as directors, to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J W F S Stam - Director

12 December 2025

Opinion

We have audited the financial statements of Wirehive Limited (the 'company') for the year ended 31 December 2024 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 December 2024 and of its loss 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 five, 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.

Extent to which the audit was 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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). 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 the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the company.

- We obtained an understanding of how the company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

- We assessed the susceptibility of the company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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.

James Flood FCA (Senior Statutory Auditor)

for and on behalf of Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

12 December 2025

TURNOVER

3

100,069,727

69,680,830

Cost of sales

(100,090,019

)

(68,859,503

)

GROSS (LOSS)/PROFIT

(20,292

)

821,327

Administrative expenses

(70,400

)

(485,434

)

OPERATING (LOSS)/PROFIT

6

(90,692

)

335,893

Interest payable and similar expenses

7

-

(66,120

)

(LOSS)/PROFIT BEFORE TAXATION

(90,692

)

269,773

Tax on (loss)/profit

8

-

15,840

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(90,692

)

285,613

(LOSS)/PROFIT FOR THE YEAR

(90,692

)

285,613

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(90,692

)

285,613

CURRENT ASSETS

Debtors

9

28,621,276

20,136,081

Cash at bank

2,058,347

218,653

30,679,623

20,354,734

CREDITORS

Amounts falling due within one year

10

(30,139,995

)

(19,724,414

)

NET CURRENT ASSETS

539,628

630,320

TOTAL ASSETS LESS CURRENT LIABILITIES

539,628

630,320

CAPITAL AND RESERVES

Called up share capital

12

1,003

1,003

Share premium

13,908

13,908

Capital redemption reserve

(81,600

)

(81,600

)

Retained earnings

606,317

697,009

SHAREHOLDERS' FUNDS

539,628

630,320

The financial statements were approved by the Board of Directors and authorised for issue on 9 December 2025 and were signed on its behalf by:

J W F S Stam - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

1,003

242,000

13,908

Changes in equity

Total comprehensive income

-

455,009

-

Balance at 31 December 2023

1,003

697,009

13,908

Changes in equity

Total comprehensive income

-

(90,692

)

-

Balance at 31 December 2024

1,003

606,317

13,908

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 January 2023

169,396

(81,600

)

344,707

Changes in equity

Total comprehensive income

(169,396

)

-

285,613

Balance at 31 December 2023

-

(81,600

)

630,320

Changes in equity

Total comprehensive income

-

-

(90,692

)

Balance at 31 December 2024

-

(81,600

)

539,628

1.	STATUTORY INFORMATION

Wirehive 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 FRS 102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for services and goods provided under contracts, net of discounts and value added taxes to the extent that there is a right to consideration.

Turnover is recognised on the accruals basis. Any amounts invoiced in advance or arrears are accounted for in deferred income and accrued income respectively.

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.

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.

Financial assets

The Company has elected to apply the provision of Section 11 'Basic Financial Instruments' and Section 12

'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include trade and other receivables and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities

Basic financial liabilities which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of the proceeds received net of direct issue costs. Dividend's payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company

3.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

100,069,727

69,680,830

100,069,727

69,680,830

4.	EMPLOYEES AND DIRECTORS

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

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

5.	DIRECTORS' EMOLUMENTS

The company Directors, who are also considered to be key management personnel, are remunerated for their services by the parent company.

The parent company is the main UK trading entity, and as such, a large majority of the remuneration payable to the directors is for the services they provide to the parent company.

6.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

-

25,394

Profit on disposal of fixed assets

-

(3,799

)

Website Costs amortisation

-

940

Auditors' remuneration

10,200

13,500

Auditors' remuneration for non audit work

1,800

2,500

Foreign exchange differences

-

721

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest payable

-

47,209

Hire purchase

-

18,911

-

66,120

8.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£

£

Deferred tax

-

(15,840

)

Tax on (loss)/profit

-

(15,840

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

(Loss)/profit before tax

(90,692

)

269,773

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

(22,673

)

63,451

Effects of:

Expenses not deductible for tax purposes

-

3,064

Amortisation on non-qualifying assets

-

221

Unwinding of deferred tax

-

(15,840

)

Group loss relief

-

(66,736

)

Balancing allowance

(31,598

)

-

Deferred tax asset not recognised

54,271

-

Total tax credit

-

(15,840

)

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

9,223

121,242

Amounts owed by group undertakings

16,145,051

15,731,526

VAT

5,496,441

111,706

Prepayments and accrued income

6,970,561

4,171,607

28,621,276

20,136,081

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

23,048,756

15,468,149

Accruals and deferred income

7,091,239

4,256,265

30,139,995

19,724,414

11.	SECURED DEBTS

A unilateral guarantee exists for facilities entered into by the parent company. As a result of this agreement the assets of Wirehive Limited are subject to a fixed and floating charge.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

1

1,000

1,000

3

Ordinary B

1

3

3

1,003

1,003

All of the shares rank equally for dividends voted in their own class. Ordinary shares have voting right and a right to capital in the event of winding up. Ordinary B shares are non-voting and have no right to capital in the event of winding up.

13.	ULTIMATE CONTROLLING PARTY

Pax8 UK Limited, incorporated in England & Wales is the company's immediate parent undertaking and the smallest company for which consolidated financial statements, including Wirehive Limited, are prepared

Pax8 International LLC, a company incorporated under the laws of the state of Colorado, USA, is the ultimate parent undertaking and the largest company for which consolidated financial statements, including Wirehive Limited are prepared. These accounts are available from Pax8 International LLC, 5500 S Quebec St, Suite 350, Greenwood Village, Co, 80111, USA.