Company registration number 12106087 (England and Wales)
VERPEX LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
VERPEX LIMITED
COMPANY INFORMATION
Directors
Mr Sebastian De Lemos
Mr Dominic Edward Taylor
Mr Idan Cohen
Mr Eliran Ouzan
Company number
12106087
Registered office
Evolution House
Iceni Court
Delft Way
Norwich
Norfolk
England
NR6 6BB
Accountants
TC Farnell Clarke Limited
Evolution House
Iceni Court
Delft Way
Norwich
Norfolk
England
NR6 6BB
VERPEX LIMITED
CONTENTS
Page
Directors' report
1
Accountants' report
2
Income statement
3
Statement of financial position
4 - 5
Statement of changes in equity
6
Statement of cash flows
7
Notes to the financial statements
8 - 15
VERPEX LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of information technology consultancy services.

Results and dividends

The results for the year are set out on page 3.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr Sebastian De Lemos
Mr Dominic Edward Taylor
Mr Idan Cohen
Mr Eliran Ouzan
Statement of directors' responsibilities

In preparing these financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr Sebastian De Lemos
Director
16 July 2026
VERPEX LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF VERPEX LIMITED
- 2 -

These financial statements have been prepared in accordance with our terms of engagement and in order to assist you to fulfil your duties under the Companies Acts that relate to preparing the financial statements of the company for the year ended 31 December 2025.

We have prepared these financial statements based on the accounting records, information and explanations provided by you. We do not express any opinion on the financial statements.

On the statement of financial position, you have acknowledged your duties under the prevailing Companies Acts to ensure that the company keeps adequate accounting records and prepares financial statements that give a true and fair view.

You have determined that the company is exempt from the statutory requirement for an audit for this accounting year. Therefore, the financial statements are unaudited.

The financial statements are provided exclusively to the directors for the limited purpose mentioned above, and may not be used or relied upon for any other purpose or by any other person, and we shall not be liable for any other usage or reliance.

TC Farnell Clarke Limited
Business Advisors & Accountants
Evolution House
Iceni Court
Delft Way
Norwich
Norfolk
NR6 6BB
England
16 July 2026
VERPEX LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
2025
2024
Notes
£
£
Revenue
3
1,804,830
1,340,049
Cost of sales
(1,227,497)
(887,665)
Gross profit
577,333
452,384
Other operating income
58,700
-
Administrative expenses
(1,368,872)
(758,564)
Operating loss
4
(732,839)
(306,180)
Investment revenues
6
-
0
31
Loss before taxation
(732,839)
(306,149)
Income tax expense
7
-
-
Loss and total comprehensive income for the year
(732,839)
(306,149)
VERPEX LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 4 -
2025
2024
Notes
£
£
Non-current assets
Goodwill
8
-
0
34,044
Current assets
Trade and other receivables
9
463,807
132,601
Cash and cash equivalents
1,332,666
552,865
1,796,473
685,466
Current liabilities
Trade and other payables
12
3,255,475
1,258,876
Deferred revenue
13
632,947
625,577
3,888,422
1,884,453
Net current liabilities
(2,091,949)
(1,198,987)
Non-current liabilities
Trade and other payables
12
-
0
2,274
Borrowings
11
-
0
295,386
Deferred revenue
13
103,493
-
0
103,493
297,660
Net liabilities
(2,195,442)
(1,462,603)
Equity
Called up share capital
14
100
100
Retained earnings
(2,195,542)
(1,462,703)
Total equity
(2,195,442)
(1,462,603)
VERPEX LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 5 -

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 16 July 2026 and are signed on its behalf by:
Mr Sebastian De Lemos
Director
Company registration number 12106087 (England and Wales)
VERPEX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2024
100
(1,156,554)
(1,156,454)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(306,149)
(306,149)
Balance at 31 December 2024
100
(1,462,703)
(1,462,603)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(732,839)
(732,839)
Balance at 31 December 2025
100
(2,195,542)
(2,195,442)
VERPEX LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
17
1,041,143
497,586
Net cash inflow from operating activities
1,041,143
497,586
Investing activities
Disposal of intangible assets
34,044
-
0
Interest received
-
0
31
Net cash generated from investing activities
34,044
31
Financing activities
Repayment of borrowings
(295,386)
-
0
Net cash used in financing activities
(295,386)
-
Net increase in cash and cash equivalents
779,801
497,617
Cash and cash equivalents at beginning of year
552,865
55,248
Cash and cash equivalents at end of year
1,332,666
552,865
VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
1
Accounting policies
Company information

Verpex Limited is a private company limited by shares incorporated in England and Wales. The registered office is Evolution House, Iceni Court, Delft Way, Norwich, Norfolk, England, NR6 6BB. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

- Domain & Add-on Services

- Hosting Services

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Domain & Add-on Services

Domain registration revenue is recognised over time, when control of the domain is transferred and registration is completed.

Add-on services and software tools are recognised based on the nature of the product:

If delivered immediately (e.g., one-off licences), revenue is recognised at a point in time.

If linked to ongoing service (e.g. maintenance), revenue is recognised over time.

VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 9 -
Hosting Services

Revenue from hosting services (including shared web hosting and managed hosting) is recognised over time as the services are provided.

This is because: The customer simultaneously receives and consumes the benefits as the service is delivered.

Performance obligations are satisfied evenly throughout the contract period.

Measurement: Revenue is typically recognised on a straight-line basis over the duration of the service contract (e.g., monthly or annual hosting plans), unless another pattern better reflects performance.

1.4
Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

1.5
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.7
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:

Change in accounting policy

The entity has transitioned from FRS 102 Section 1A to International Financial Reporting Standards (IFRS) for the current financial year. This change aligns the entity’s financial reporting framework with that of the group, whose consolidated financial statements are prepared in accordance with IFRS. The adoption of IFRS enhances consistency in financial reporting across the group, improves comparability, and provides greater transparency to stakeholders.

The transition from FRS 102 Section 1A to IFRS has been applied retrospectively in accordance with IFRS 1 First-time Adoption of International Financial Reporting Standards. The impact of the transition has been assessed, and any necessary adjustments have been reflected in the opening balances of the comparative period where applicable. Key areas affected by the transition include revenue recognition (IFRS 15) and financial instruments (IFRS 9). A reconciliation of any material differences arising from the transition is provided in the notes to the financial statements.

3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Domain & Add-on Services
163,451
128,043
Hosting Services
1,641,379
1,212,006
1,804,830
1,340,049
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
21,807
(7,481)
VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
0
0
6
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
-
0
31
Income above relates to assets held at amortised cost, unless stated otherwise.
7
Income tax expense
2025
2024
£
£

The charge for the year can be reconciled to the loss per the income statement as follows:

Loss before taxation
(732,839)
(306,149)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(183,210)
(76,537)
Unutilised tax losses carried forward
183,210
76,537
Taxation charge for the year
-
-
8
Intangible assets
Goodwill
£
At 1 January 2024
34,044
At 31 December 2024
34,044
Disposals
(34,044)
At 31 December 2025
-
0
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
34,044
VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
9
Trade and other receivables
2025
2024
£
£
Trade receivables
367,131
48,761
VAT recoverable
37,326
31,048
Other receivables
59,129
52,792
Prepayments
221
-
0
463,807
132,601
10
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

11
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Other loans
-
295,386
12
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
997,690
220,207
-
0
-
0
Amounts owed to fellow group undertakings
2,224,893
434,569
-
-
Accruals
32,892
276,136
-
0
-
0
Other payables
-
327,964
-
2,274
3,255,475
1,258,876
-
2,274
13
Deferred revenue
2025
2024
£
£
Arising from total
736,440
625,577
VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Deferred revenue
(Continued)
- 14 -

Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
632,947
625,577
Non-current liabilities
103,493
-
0
736,440
625,577
14
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
15
Capital risk management

The company is not subject to any externally imposed capital requirements.

16
Related party transactions

At the reporting date, the company had outstanding intercompany payables to Stablepoint Limited of £2,224,301 (2024: £434,569) and WHG Hosting Services Ltd of £592 (2024: £NIL). Both entities are under common control by Hosting Group TopCo S.à r.l.

These amounts have been classified as a current liability and are expected to be settled within 12 months. The balances are unsecured and interest-free.

The company also incurred intercompany expenses to Stablepoint Limited total l ing £1,385,900 in 202 5 (202 4: £1,147,221), broken down as follows:

Support services: £145,060 (2024: £180,521)

Hosting and domain costs: £1,222,222 (2024: £938,987)

Website development costs: £16,795 (2024: £25,834)

Telephone & internet charges: £1,823 (2024: £1,879)

VERPEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
17
Cash generated from operations
2025
2024
£
£
Loss for the year before taxation
(732,839)
(306,149)
Adjustments for:
Investment income
-
0
(31)
Movements in working capital:
Increase in trade and other receivables
(331,206)
(127,575)
Increase in trade and other payables
1,994,325
728,608
Increase in deferred revenue outstanding
110,863
202,733
Cash generated from operations
1,041,143
497,586
18
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
552,865
779,801
1,332,666
Borrowings excluding overdrafts
(295,386)
295,386
-
257,479
1,075,187
1,332,666
1 January 2024
Cash flows
31 December 2024
Prior year:
£
£
£
Cash at bank and in hand
92,365
460,500
552,865
Bank overdrafts
(37,117)
37,117
-
Borrowings excluding overdrafts
(295,386)
-
(295,386)
(240,138)
497,617
257,479
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