REGISTERED NUMBER: 11737022 (England and Wales)

PAX8 UK LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

8

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Ms M Do Carmo Correia

H Nuij

J W F S Stam

C Foster

REGISTERED OFFICE:

Two The Distillery

2 Avon Street

Bristol

BS2 0GR

REGISTERED NUMBER:

11737022 (England and Wales)

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Principal Activities

The group'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).

There have not been any significant changes in the group's principal activities in the period. The directors are not aware, at date of this report, of any likely changes in the group's activities in the foreseeable future.

Financial 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 and gross profit margin, operating profit growth and operating profit margin.

Key Performance

Indicator

2024 (£'000)

2023 (£'000)

Growth %

Turnover

131,024

82,768

58.3%

Gross Profit

19,49

11,41

70.8%

Gross Margin

14.9%

13.8%

1.1%

Operating Profit / (Loss)

(7,26)

(12,18)

40.3%

Operating Margins

(5.5%)

(14.7%)

9.2%

REVIEW OF BUSINESS

The directors are satisfied that the financial statements give a fair review of the group for the financial period and of its position at 31 December 2024.

As shown in the group's statement of comprehensive income turnover increased to £131.02M compared to £82.77M in prior period.

Gross profit for the year was £19.49M, an increase of 70.8% compared to the prior years reported results.

Operating loss for the year was £7.26M (2023: £12.18M). Growth figures have been affected by increase in sales, marketing and general administrative expenses as we continue to grow our business.

PRINCIPAL RISKS AND UNCERTAINTIES

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

Credit Risk

The group's principal financial assets are cash and bank balances, trade and other debtors. The group's credit risk is primarily attributable to trade debtors. The amounts presented in the balance sheet are net of allowance for doubtful debt. The group has no significant concentration of credit risk, with a spread of exposure over many customers.

Supplier Risk

The group has mutually beneficial partnerships with lending technology vendors. Termination of or change in service agreements with partners could impact operating margins. The risk is managed proactively ensuring appropriate commercial agreements are in place.

Currency Risk

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

Liquidity Risk

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

Other Risks

Professional liability for failure to deliver in accordance with client expectations may increase the risk of litigation. The group actively monitors this risk and carries general liability insurance. Failure to retain and recruit key personnel could harm group's ability to meet key objective. The group has a dedicated team of recruiters and talent development specialists focusing on recruitment, career development, reward and recognition programs.

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

The company is committed to increasing its UK market share in the cloud commerce marketplace. The company continue its focus on:-

- Adding a wide selection of leading cloud services to the platform

- Supporting our partners through a complete and comprehensive support and training program to ensure their businesses grow

- The cloud marketplace technology platform to allow partners to provision, bundle and bill their cloud solutions for their clients.

- Seeking to grow and support the AI offering to partners through marketplace offerings, support and training.

The investment in our office in Farnborough is an indication of our commitment to growing the UK market.

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 and the group for the year ended 31 December 2024.

DIVIDENDS

The directors do not recommend payment of a dividend (2023: £nil).

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:

J D Keith - resigned 26 September 2024

Ms M Do Carmo Correia - appointed 26 September 2024

H Nuij - appointed 26 September 2024

J W F S Stam - 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.

POLITICAL DONATIONS AND EXPENDITURE

There have been no political contributions during the period (2023: £Nil)

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 factor:

- Funding support provided by the company's parent company.

STREAMLINED ENERGY AND CARBON REPORTING

Annual energy usage and associated annual greenhouse gas ("GHG") emissions are reported pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations") that came into force 1st April 2019.

Reporting Methodology:

Emissions are grouped according to GHG Protocol Cooperate Standard.

The main sources of Carbon Emissions for Pax8 are office electricity usage, business flights and employee business mileage.

Office electricity information is sourced directly from invoices from the Landlord.

Airfares and mileage data is taken from expenses system. We used one travel agency for all travel bookings from April/May 24. Prior to this we used two different travel agencies.

UK Greenhouse gas emissions and energy use data for the period

1 January 2024 to 31 December 2024

Energy consumption used to calculate emissions (mWh)

2,046.87

Energy consumption break down (mWh)

o Gas

Nil

o Electricity

42.88

o Transport fuel

2,003.99

Scope 1 emissions in metric tonnes CO2e

Gas consumption

Nil

Owned assets

Nil

Total scope 1

Nil

Scope 2 emissions in metric tonnes CO2e

Purchased electricity

8.88

Scope 3 emissions in metric tonnes CO2e

Business travel in employee owned vehicles

414.93

Total gross emissions in metric tonnes CO2e

423.80

Intensity ratio

Tonnes CO2e per (£m in revenue)

3.25

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per Million £ Revenue.

Measures taken to improve energy efficiency

The company has several energy-saving measures throughout its offices. These include automated shut down of lighting and HVAC (Heating, Ventilation and Air Conditioning) systems outside office hours, as well as energy-efficient lighting through the offices.

In order to services our customers and partners, business travel is required. However, employees are encouraged to prioritise virtual meetings where possible and limit unnecessary travel.

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 Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 PAX8 UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 six, 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 group's and the parent 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 group or the parent 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 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

131,024,088

82,767,631

Cost of sales

(111,538,806

)

(71,362,728

)

GROSS PROFIT

19,485,282

11,404,903

Administrative expenses

(26,749,453

)

(23,618,108

)

(7,264,171

)

(12,213,205

)

Other operating income

-

29,202

OPERATING LOSS

5

(7,264,171

)

(12,184,003

)

Interest payable and similar expenses

6

(91,902

)

(207,591

)

LOSS BEFORE TAXATION

(7,356,073

)

(12,391,594

)

Tax on loss

7

-

15,840

LOSS FOR THE FINANCIAL YEAR

(7,356,073

)

(12,375,754

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(7,356,073

)

(12,375,754

)

Prior year adjustment

9

169,395

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(7,186,678

)

Loss attributable to:

Owners of the parent

(7,356,073

)

(12,375,754

)

Total comprehensive income attributable to:

Owners of the parent

(7,017,283

)

(12,375,754

)

FIXED ASSETS

Intangible assets

10

4,296,344

4,980,820

Tangible assets

11

2,953,460

1,655,239

Investments

12

-

-

7,249,804

6,636,059

CURRENT ASSETS

Debtors

13

17,262,902

10,786,931

Cash at bank

16,860,925

10,582,623

34,123,827

21,369,554

CREDITORS

Amounts falling due within one year

14

(79,203,072

)

(58,448,517

)

NET CURRENT LIABILITIES

(45,079,245

)

(37,078,963

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(37,829,441

)

(30,442,904

)

CREDITORS

Amounts falling due after more than one year

15

(945,826

)

(976,290

)

NET LIABILITIES

(38,775,267

)

(31,419,194

)

CAPITAL AND RESERVES

Called up share capital

18

1,000

1,000

Retained earnings

19

(38,776,267

)

(31,420,194

)

SHAREHOLDERS' FUNDS

(38,775,267

)

(31,419,194

)

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

FIXED ASSETS

Intangible assets

10

196,814

198,035

Tangible assets

11

2,957,239

1,659,018

Investments

12

6,708,648

6,708,648

9,862,701

8,565,701

CURRENT ASSETS

Debtors

13

16,117,995

10,171,612

Cash at bank

14,802,578

10,363,970

30,920,573

20,535,582

CREDITORS

Amounts falling due within one year

14

(76,539,445

)

(58,244,863

)

NET CURRENT LIABILITIES

(45,618,872

)

(37,709,281

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(35,756,171

)

(29,143,580

)

CREDITORS

Amounts falling due after more than one year

15

(945,826

)

(976,290

)

NET LIABILITIES

(36,701,997

)

(30,119,870

)

CAPITAL AND RESERVES

Called up share capital

18

1,000

1,000

Retained earnings

19

(36,702,997

)

(30,120,870

)

SHAREHOLDERS' FUNDS

(36,701,997

)

(30,119,870

)

Company's loss for the financial year

(6,582,127

)

(11,974,330

)

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

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1,000

(19,213,836

)

169,396

(19,043,440

)

Changes in equity

Total comprehensive income

-

(12,375,753

)

(169,396

)

(12,545,149

)

Balance at 31 December 2023

1,000

(31,589,589

)

-

(31,588,589

)

Prior year adjustment

-

169,395

-

169,395

As restated

1,000

(31,420,194

)

-

(31,419,194

)

Changes in equity

Total comprehensive income

-

(7,356,073

)

-

(7,356,073

)

Balance at 31 December 2024

1,000

(38,776,267

)

-

(38,775,267

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

(18,146,540

)

(18,145,540

)

Changes in equity

Total comprehensive income

-

(11,974,330

)

(11,974,330

)

Balance at 31 December 2023

1,000

(30,120,870

)

(30,119,870

)

Changes in equity

Total comprehensive income

-

(6,582,127

)

(6,582,127

)

Balance at 31 December 2024

1,000

(36,702,997

)

(36,701,997

)

Cash flows from operating activities

Cash generated from operations

1

3,822,216

(3,365,932

)

Interest paid

-

(47,209

)

Interest element of finance lease payments paid

(91,902

)

(160,382

)

Net cash from operating activities

3,730,314

(3,573,523

)

Cash flows from investing activities

Purchase of tangible fixed assets

(1,765,882

)

(147,343

)

Sale of tangible fixed assets

12,492

-

Net cash from investing activities

(1,753,390

)

(147,343

)

Cash flows from financing activities

Loan repayments in year

-

(182,365

)

Capital repayments in year

(404,686

)

(391,597

)

Loans from group undertakings

4,706,064

8,666,847

Net cash from financing activities

4,301,378

8,092,885

Increase in cash and cash equivalents

6,278,302

4,372,019

Cash and cash equivalents at beginning of year

2

10,582,623

6,210,604

Cash and cash equivalents at end of year

2

16,860,925

10,582,623

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

as restated

£

£

Loss before taxation

(7,356,073

)

(12,391,594

)

Depreciation charges

991,917

1,158,081

Loss on disposal of fixed assets

30,286

-

Reclassification of FA

117,442

-

Finance costs

91,902

207,591

(6,124,526

)

(11,025,922

)

Increase in trade and other debtors

(5,271,158

)

(3,153,002

)

Increase in trade and other creditors

15,217,900

10,812,992

Cash generated from operations

3,822,216

(3,365,932

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

16,860,925

10,582,623

Year ended 31 December 2023

31.12.23

1.1.23

as restated

£

£

Cash and cash equivalents

10,582,623

6,210,604