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Registered number: 14468386 PANDOX UK HOLDCO LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
PANDOX UK HOLDCO LIMITED COMPANY INFORMATION
Directors | B L Williams
| W M Adriaanse
| A E Lindblom
| S J Torner
Company secretary | CSC CLS (UK) Limited
Registered number | 14468386
Registered office | C/O CSC CLS (UK) Limited
| 5 Churchill Place
| 10th Floor
| London
| E14 5HU
Independent auditor | HaysMac LLP
| 10 Queen Street Place
| London
| EC4R 1AG
PANDOX UK HOLDCO LIMITED CONTENTS
| Page
Directors' Report | 1 - 2
Independent Auditor's Report | 3 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Notes to the Financial Statements | 10 - 19
PANDOX UK HOLDCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Principal activity
The principal activity of the Company was that of an intermediate holding company.
Results and dividends
The loss for the year, after taxation, amounted to £2,553,748 (2024 - loss £475,798). Net assets at 31 December 2025 stood at £37,657,350 (2024: £40,211,098).
Directors
The directors who served during the year were:
B L Williams
W M Adriaanse
A E Lindblom
S J Torner
Auditor
The auditor, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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. Page 1
PANDOX UK HOLDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Going concern
The Company is wholly reliant, for the foreseeable future, on the continued financial support from its ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future. Management have reforecasted the expected financial performance and cash flows for the period up to 31 December 2030 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors. Whilst the letter of support is not legally binding the Board of Directors believe that the Company will be provided financial support from Pandox AB in order for the Company to meet its obligations as and when they fall due until at least 31 December 2030. The directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter. Therefore on the basis of the above, the directors have approved the financial statements utilising the going concern basis of preparation.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ B L Williams Director
Date: 29 June 2026
Page 2
PANDOX UK HOLDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED
Opinion
We have audited the financial statements of Pandox UK Holdco Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes, 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 2025 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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. Page 3
PANDOX UK HOLDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has 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 Directors' Report. We have nothing to report in respect of the following matters in relation to which 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; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report. Page 4
PANDOX UK HOLDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 is 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. Page 5
PANDOX UK HOLDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED)
Auditor's 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 an Auditor's Report 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Company and industry, we considered those laws and regulations that have a direct impact on the preparation of the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risk was management bias in accounting estimates. Audit procedures performed by the engagement team included: ∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations, and fraud; ∙evaluating management's controls designed to prevent and detect irregularities; ∙identifying and reviewing journals, in particular journal entries which shared key risk characteristics; and ∙challenging assumptions and judgements made by management in their critical accounting estimates. This included but was not limited to intercompany debt recoverability. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. Page 6
PANDOX UK HOLDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED) 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 Auditor's Report.
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 an Auditor's Report 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. Mr Andrew Ball (Senior Statutory Auditor) for and on behalf of HaysMac LLP Statutory Auditors 10 Queen Street Place London EC4R 1AG 29 June 2026 Page 7
PANDOX UK HOLDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (692,328) | (332,207)
Other operating income |  | 219,327 | 111,347
Fair value movements |  | (847,174) | -
Operating loss |  | (1,320,175) | (220,860)
Interest receivable and similar income | 6 | 4,990,659 | 5,386,751
Interest payable and similar expenses | 7 | (6,198,745) | (5,310,988)
Loss before tax |  | (2,528,261) | (145,097)
Tax on loss | 8 | (25,487) | (330,701)
Loss for the financial year |  | (2,553,748) | (475,798)
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
The notes on pages 10 to 19 form part of these financial statements.
Page 8
PANDOX UK HOLDCO LIMITED REGISTERED NUMBER: 14468386 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 9 |  | 43,872,705 |  | 43,872,705
|  |  | 43,872,705 |  | 43,872,705
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 10 | 75,633,408 |  | 73,611,014 |
Debtors: amounts falling due within one year | 10 | 11,243,130 |  | 11,328,984 |
Cash at bank and in hand | 11 | 1,151,343 |  | 1,654,627 |
|  | 88,027,881 |  | 86,594,625 |
Creditors: amounts falling due within one year | 12 | (3,883,823) |  | (1,779,835) |
Net current assets |  |  | 84,144,058 |  | 84,814,790
Total assets less current liabilities |  |  | 128,016,763 |  | 128,687,495
Creditors: amounts falling due after more than one year | 13 |  | (90,359,413) |  | (88,476,397)
Net assets |  |  | 37,657,350 |  | 40,211,098
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 3 |  | 3
Share premium account |  |  | 38,825,208 |  | 38,825,208
Profit and loss account |  |  | (1,167,861) |  | 1,385,887
|  |  | 37,657,350 |  | 40,211,098
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 were approved and authorised for issue by the board and were signed on its behalf by:
................................................ B L Williams
Director
Date: 29 June 2026
The notes on pages 10 to 19 form part of these financial statements. Page 9
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Pandox UK Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O CSC CLS (UK) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU. The principal activity of the Company continued to be that of an intermediate holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 financial statements are prepared in sterling, which is the functional and presentational currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Pandox AB as at 31 December 2025 and these financial statements may be obtained from the following website: https://www.pandox.se/.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. Page 10
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The Company is wholly reliant, for the foreseeable future, on the continued financial support from its ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future. Management have reforecasted the expected financial performance and cash flows for the period up to 31 December 2030 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors. Whilst the letter of support is not legally binding the Board of Directors believe that the Company will be provided financial support from Pandox AB in order for the Company to meet its obligations as and when they fall due until at least 31 December 2030. The directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter. Therefore on the basis of the above, the directors have approved the financial statements utilising the going concern basis of preparation.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
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.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. Page 11
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Taxation
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 reporting 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 reporting 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 reporting date.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. If an impairment loss is identified, this is recognised immediately in the profit and loss account and the value of the investment is reduced accordingly.
| 2.11 | Debtors
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.
| 2.12 | Cash and cash equivalents
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.
| 2.13 | Creditors
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. Page 12
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately. A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. The Company does not currently apply hedge accounting for interest rate derivatives. The Company uses derivative financial instruments to reduce exposure to interest rate movements. The Company does not hold or issue derivative financial instruments for speculative purposes.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Critical judgements The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Valuation of investments Investments in subsidiaries are measured at cost less accumulated impairment. If an impairment loss is identified, this is recognised immediately in the profit and loss account and the value of the investments is reduces accordingly. Recoverability of debtors Intercompany receivables are recognised to the extent that they are judged recoverable. Director reviews are performed to estimate the level of reserves required for irrecoverable debt, considering customer credit worthiness, current economic trends and changes in customer payment terms. Provisions are made specifically against invoices where recoverability is uncertain. Page 13
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 12,000 | 12,700
5. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £Nil).
6. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 4,891,204 | 5,080,574
| SWAP interest | 83,862 | 293,114
| Bank and other interest receivable | 15,593 | 13,063
|  | 4,990,659 | 5,386,751
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 4,327,062 | 2,761,450
| Loans from group undertakings | 1,809,376 | 2,235,808
| Finance cost on loans | 62,307 | 107,193
| Other interest payable | - | 206,537
|  | 6,198,745 | 5,310,988
Page 14
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | 25,487 | 330,701
| Total current tax | 25,487 | 330,701
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (2,528,261) | (145,097)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (632,065) | (36,274)
| Effects of: |  |
| Adjustments to tax charge in respect of previous periods | 25,487 | 330,701
| Expenses not deductible for tax purposes | 228,488 | 61,760
| Tax effect of income not taxable in determining taxable profit | - | (163,322)
| Movement in deferred tax not recognised | 204,298 | -
| Group relief surrendered | 199,279 | 137,836
| Total tax charge for the year | 25,487 | 330,701
| Opening and closing deferred tax balances are calculated at a rate of 25%.
Page 15
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 43,872,705
| At 31 December 2025 | 43,872,705
| On the 16 February 2023 the Company acquired the entire share capital of Pandox Leeds City Centre Limited. On the 20 July 2023 the Company acquired the entire share capital of Pandox Belfast Limited. On the 6 March 2024 the Company acquired the entire share capital of Pandox Bath Limited.
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Pandox Leeds City Centre Limited | C/O CSC CLS (UK) Limited, 5 Churchill Place, 10th Floor, London, E14 5HU | Ordinary | 100%
| Pandox Belfast Limited | Hilton Belfast, 4 Lanyon Place, Belfast, Northern Ireland, BT1 3LP | Ordinary | 100%
| Pandox Bath Limited | Clyde Offices, 2nd Floor, 48 West George Street, Glasgow, Scotland, G2 1BP | Ordinary | 100%
Page 16
PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 75,633,408 | 73,611,014
| Amounts owed by group undertakings falling due after more than one year consist of three loans receivable from a fellow group undertaking. The first loan is for the amount of £8,621,906 (2024: £7,706,678) which bears interest at the rate of 700 bps per annum, capitalised quarterly in arrears and is repayable in July 2028. The second loan is for the amount of £40,982,858 (2024: £41,301,336) which bears interest at the rate of 700 bps per annum, capitalised quarterly in arrears and is repayable in February 2028. The third loan is for the amount of £26,028,643 (2024: £24,603,000) which bears interest at the rate of 700 bps per annum, capitalised quarterly in arrears and is repayable in July 2028.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 10,853,465 | 10,981,579
| Other debtors | 328,891 | 293,293
| Prepayments and accrued income | 41,860 | 54,112
| Tax recoverable | 18,914 | -
|  | 11,243,130 | 11,328,984
| Amounts owed by group undertakings falling due within one year are interest free and repayable on demand.
11. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,151,343 | 1,654,627
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PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | - | 73,342
| Amounts owed to group undertakings | 1,750,000 | -
| Corporation tax | - | 303,647
| Accruals and deferred income | 1,080,112 | 1,196,309
| Financial instruments | 1,053,711 | 206,537
|  | 3,883,823 | 1,779,835
| The Company entered into two GBP interest rate swaps to receive interest at SONIA and pay interest at a fixed 4.114% and 4.116%. The swaps are based on a principal amount of GBP 28,800,000 each, the principal amount of the loan facility, and matures in 2029 on the same date as the loan.
13. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 63,420,964 | 63,247,324
| Amounts owed to group undertakings | 26,938,449 | 25,229,073
|  | 90,359,413 | 88,476,397
| Bank loans relate to a promissory loan note. This consists of a GBP facility loan of £64,000,000 bearing interest of SONIA + 2.50% less loan arrangement fees that are being released over the life of the loan. The repayment date is 31 May 2029 or, where the loan to value of the properties held in the three subsidiaries, is higher than 50%. Amounts owed to group undertakings accrue interest at a fixed rate of 7.00% per annum, capitalised quarterly in arrears. The repayment date is 19 July 2028.
14. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due 2-5 years |  |
| Bank loans | 63,420,964 | 63,247,324
|  | 63,420,964 | 63,247,324
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PANDOX UK HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 3 (2024 - 3) Ordinary shares of £1.00 each | 3 | 3
16. | Controlling party
The immediate parent undertaking is SECH Holding AB, a company registered in Sweden. The largest and smallest group to consolidate the results of this company is the group headed by Pandox AB. The ultimate parent undertaking is Pandox AB, a company registered in Sweden. Financial statements for Pandox AB are available from the following website: https://www.pandox.se There is no individual ultimate controlling party.
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