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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
COMPANY INFORMATION
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PANDOX UK HOLDCO LIMITED
CONTENTS
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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.
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).
The directors who served during the year were:
The auditor, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
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.
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PANDOX UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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PANDOX UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED
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).
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.
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.
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PANDOX UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED)
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.
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.
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.
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PANDOX UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED)
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PANDOX UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX UK HOLDCO LIMITED (CONTINUED)
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.
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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.
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.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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PANDOX UK HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
REGISTERED NUMBER: 14468386
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 19 form part of these financial statements.
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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
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:
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/.
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.
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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.
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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. 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.
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PANDOX UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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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