REGISTERED NUMBER: 08839696 (England and Wales)

PACKETFABRIC (UK) LTD

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

31ST DECEMBER 2023 TO 31ST DECEMBER 2024

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

Mr K Meyer

REGISTERED OFFICE:

Ground Floor Seneca House

Links Point

Amy Johnson Way

Blackpool

FY4 2FF

REGISTERED NUMBER:

08839696 (England and Wales)

SENIOR STATUTORY AUDITOR:

Richard Hogg

AUDITORS:

Carston ETL

Statutory Auditor

Second Floor

34 Lime Street

London

EC3M 7AT

FIXED ASSETS

Tangible assets

4

-

244

CURRENT ASSETS

Debtors

5

124,582

1,030,343

Cash at bank

-

36,308

124,582

1,066,651

CREDITORS

Amounts falling due within one year

6

9,095,268

8,221,326

NET CURRENT LIABILITIES

(8,970,686

)

(7,154,675

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(8,970,686

)

(7,154,431

)

CAPITAL AND RESERVES

Called up share capital

7

1

1

Retained earnings

(8,970,687

)

(7,154,432

)

SHAREHOLDERS' FUNDS

(8,970,686

)

(7,154,431

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The revised financial statements were approved by the director and authorised for issue on 11th June 2026 and were signed by:

Mr K Meyer - Director

1.	STATUTORY INFORMATION

Packetfabric (UK) Ltd 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in Pounds Sterling which is the functional currency of the company.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future. The Company incurred a net loss of £1,816,255 during the financial period ended 31 December 2024 and, as of that date, had net liabilities of £8,970,686.

PacketFabric (UK) Ltd (the "Company") is a wholly owned subsidiary of Unitas Global Inc, with PacketFabric Inc as its ultimate parent company. The Company continues to be dependent on the financial support of its parent and ultimate parent companies in order to meet its liabilities as they fall due.

The director has considered the Company's financial position, including its net liabilities and limited liquid resources, together with the funding arrangements and financial position of the wider PacketFabric group. The ultimate parent company, PacketFabric Inc, and its subsidiaries have historically incurred significant losses and continue to operate with a tight liquidity position. The group's going concern assessment, completed by management of the ultimate parent company, acknowledges the need for ongoing external financing, reliance on related-party funding arrangements and the execution of cost-reduction and operational plans in order to support the group's activities for the foreseeable future.

Subsequent to the reporting date, the group has secured additional funding from existing investors and lenders and continues to receive financial support from Digital Alpha, its principal investor. Digital Alpha has provided written confirmation that it intends to and is able to fund the operating, investing and financing activities of Packetfabric Inc and does not intend to undertake any decision or action that would reasonably be expected to negatively affect Packetfabric Inc's ability to continue as a going concern.

The Company has received written confirmation from both its parent company, Unitas Global Inc, and its ultimate parent company, PacketFabric Inc, of their intention and ability to provide financial support to the Company for at least twelve months from the date of approval of these revised financial statements. This support is expected to enable the Company to meet its obligations as they fall due. Notwithstanding these factors, the director acknowledges that the Company remains dependent on continued financial support from its parent and ultimate parent companies. The ultimate parent company continues to experience significant operating losses and relies on further investment and the successful implementation of its strategic and cost-reduction plans. These circumstances represent a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

If financial support from the parent, ultimate parent, or Digital Alpha were to be withdrawn, the Company would not be able to realise its assets and discharge its liabilities in the normal course of business and would therefore be unable to continue trading. The director is satisfied that, taking account of the support confirmed by the parent and ultimate parent companies, the Company will have access to adequate resources to continue in operational existence for the foreseeable future. Accordingly, the director considers that it is appropriate to prepare these revised financial statements on a going concern basis.

Significant judgements and estimates

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial years are addressed below.

(a) Useful economic lives of assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.

(b) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

Straight line over 3 years

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances and amount owed to and by group undertakings are initially recognised at transaction price, 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.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the assets expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another part or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from related parties are initially recognised at transaction price, 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. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Trade creditors 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 recognised at transaction price.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 6 (2023 - 9 ) .

4.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 31st December 2023

10,860

Additions

1,888

Disposals

(12,748

)

At 31st December 2024

-

DEPRECIATION

At 31st December 2023

10,616

Charge for period

157

Eliminated on disposal

(10,773

)

At 31st December 2024

-

NET BOOK VALUE

At 31st December 2024

-

At 30th December 2023

244

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

16,355

597,765

Amounts owed by group undertakings

27,169

27,169

Other debtors

81,058

405,409

124,582

1,030,343

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

1,583,018

811,887

Amounts owed to group undertakings

7,103,426

6,636,008

Taxation and social security

39,960

45,769

Other creditors

368,864

727,662

9,095,268

8,221,326

7.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary share

£1

1

1

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

Material uncertainty relating to going concern

We draw attention to Note 2 in these financial statements which indicate the Company incurred a net loss of £1,816,255 during the financial period ended 31 December 2024 and, as of that date, had net liabilities of £8,970,686.

As at 31 December 2024, the Company owed £7,103,426 to Unitas Global Inc, its parent company. The Company is heavily reliant on the ongoing financial support of its parent company, Unitas Global Inc, and its ultimate parent company, PacketFabric Inc, in order to continue to meet its liabilities as they fall due. As stated in Note 2, the ultimate parent company continues to experience significant operating losses and requires further external financing and the successful implementation of cost-reduction plans in order to support the wider group's operations.

The note also explains that the group's principal investor, Digital Alpha, has provided written confirmation of its intention to continue to provide financial support to the group and to make further financing available over the next twelve months if and when required, and that both the parent company and ultimate parent company have provided written confirmation that they intend to provide financial support to the Company for at least twelve months from the date of approval of these financial statements.

As disclosed in Note 2, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern, and therefore the Company may be unable to realise its assets and discharge its liabilities in the normal course of business if such financial support were to be withdrawn.

Our opinion is not modified in respect of this matter.

The Report of the Auditors was unqualified.

Richard Hogg (Senior Statutory Auditor)

for and on behalf of Carston ETL

9.	RELATED PARTY DISCLOSURES

During the period, wages cost of £Nil (2023:- £112,740) was recharged to Unitas Global Inc., the parent company.

During the period, the parent company provided cash funding and paid for expenses on behalf of the company in the sum of £2,032,385 (2023:- £2,823,496) and collected income of £1,564,966 on behalf of the company.

At the balance sheet date, the amount owed to Unitas Global Inc. was £7,103,426 (2023: £6,636,008).

At the balance sheet date, an amount of £27,169 (2023: £27,169) was owed by Unitas Global Ireland Network Services Limited (Common ownership) to the company.

The above loans are interest free with no fixed repayment terms.

10.	POST BALANCE SHEET EVENTS

No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations or the state of affairs of the company in the financial period subsequent to the financial period ended 31 December 2024.

11.	ULTIMATE CONTROLLING PARTY

Packetfabric (UK) Limited's parent company is Unitas Global Inc, a company registered in the US. The ultimate parent company is Packetfabric Inc, a company registered in the US.

The Company is under the control of the board of directors of its ultimate parent company.