REGISTERED NUMBER: 13535570 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

FOR

BIGPANDA UK LTD.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

A Wieder

REGISTERED OFFICE:

4th Floor, St James House,

St James Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

13535570 (England and Wales)

AUDITORS:

Byrd + Link Audit Limited

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

CURRENT ASSETS

Debtors

4

1,703,150

1,080,968

Cash at bank

113,198

84,666

1,816,348

1,165,634

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

5

790,447

427,589

NET CURRENT ASSETS

1,025,901

738,045

TOTAL ASSETS LESS CURRENT LIABILITIES

1,025,901

738,045

CAPITAL AND RESERVES

Called up share capital

100

100

Other reserves

503,536

398,520

Retained earnings

522,265

339,425

1,025,901

738,045

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 Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 2 July 2026 and were signed by:

A Wieder - Director

1.	STATUTORY INFORMATION

BigPanda 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The Company is contracted by its parent company BigPanda, Inc. to deliver sales and marketing services under an intercompany agreement. The Company is remunerated by its parent for these services.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

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.

Debtors and creditors

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.

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.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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.

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company has continued financial support as needed from the parent company to provide capital to meet liabilities when they fall due.

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.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 17 (2025 - 16 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Amounts owed by group undertakings

1,613,742

1,063,995

Other debtors

60,946

-

VAT

8,243

2,223

Prepayments

20,219

14,750

1,703,150

1,080,968

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade creditors

55,907

12,072

Corporation tax

99,733

91,291

Other creditors

7,126

9,112

Pension creditor

7,161

6,264

Accrued expenses

620,520

308,850

790,447

427,589

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

The Report of the Auditors was unqualified.

Russel Byrd FCA (Senior Statutory Auditor)

for and on behalf of Byrd + Link Audit Limited

7.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of a company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £21,354 (2025: £19,474). Contributions totalling £7,161 (2025: £6,264) were payable to the fund at the reporting date.

8.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

9.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is BigPanda, Inc. The Company is a wholly owned subsidiary of BigPanda, Inc., a company incorporated in the United States of America. The smallest group in which the results of the Company are consolidated is that headed by BigPanda, Inc., with its registered office at 555 Twin Dolphin Dr, Suite 155, Redwood City, CA 94065.

10.	SHARE-BASED PAYMENT TRANSACTIONS

The Company's ultimate parent company, BigPanda, Inc operates a share based payment scheme for all the employees of the Company. The stock options in BigPanda Inc are granted to the Company's employees at a price equal to the fair value of the shares in BigPanda Inc at the date of the grant and are denominated in US dollars. The stock options have a four year vesting period. If the stock options remain unexercised after a period of ten years from the date of the grant the stock options expire. Stock options are forfeited if the employee leaves the Company before the options vest. The Company did not enter into any share based payment transaction with parties other than employees during the year.