Company registration number 15045041 (England and Wales)
P42 UK LTD
CONSOLIDATED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
P42 UK LTD
COMPANY INFORMATION
Directors
A Rolfe
(Appointed 20 November 2023)
A Ball
(Appointed 10 April 2026)
A Jarvis
(Appointed 26 April 2024)
Secretary
Taylor Wessing Secretaries Limited
Company number
15045041
Registered office
5 New Street Square
London
EC4A 3TW
Auditor
MGI Midgley Snelling LLP
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
P42 UK LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 29
P42 UK LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period ended 31 December 2024.

Review of the business

On 1 December 2023 P42 UK Limited acquired 100% of the shares of Inclusion OU, a company incorporated in Estonia, in a share swap where P42 UK Limited issued one share for every share of Inclusion OU in issue. This acquisition included Inclusion OU’s two wholly owned subsidiaries, being Inclusion South Africa (Pty) Ltd and P42 Mexico. Inclusion OU’s subsidiaries both operate in the long-term vehicle rental industry. As part of reorganising the group, on 28 October 2024 P42 UK Limited disposed of Inclusion OU and P42 Mexico while purchasing 100% of the share s of Inclusion South Africa from Inclusion OU.

During the period under review the Senior Lenders of Inclusion South Africa (Pty) Ltd released P42 UK Limited from all security obligations on their secured loans. On 16 September 2024 a Standstill Agreement was reached between Inclusion South Africa (Pty) Ltd and the Senior Lenders whereby it was agreed that Inclusion South Africa (Pty) ltd would be run as a lock box entity for the sole benefit of the Senior Lenders, therefore, Inclusion South Africa (Pty) Ltd has been deconsolidated from that date.

A new company, 100% held by P42 UK Limited, called Inclusive Mobility Management (Pty) Ltd was incorporated in South Africa on 13 August 2024. This strategic vision for this company is to consolidate the head office operations of the group into this entity, which will then be appointed as the manager of all the other entities in the group.

The group recorded a net loss after tax of £2,258,295 for the period ended 31 December 2024.

Principal risks and uncertainties

The group’s holding company is based in the United Kingdom with its operations solely in South Arica giving rise to foreign exchange rate risks. The majority of group’s client base are in the mid to lower income segment, hence are more exposed to periods of economic weakness which increases the risk of churn during these periods.

Future development

Subsequent to the period ended 31 December 2024 the company incorporated two further companies in South Africa, being Inclusive Asset Holdings (Pty) Ltd and Kinnectus 325 (Pty) Ltd. Inclusive Asset Holdings (Pty) Ltd is the holding company for all operating companies in South Africa and Kinnectus 325 (Pty) Ltd is currently the sole operating company in the consolidated group.

In September 2025 the group raised £2.9m in new equity that will capitalise Kinnectus 325 (Pty) Ltd to grow the fleet of that business.

Key performance indicators

The Group focuses on generating stable and predictable revenue streams through long-term leasing arrangements and seeks to optimise the average yield earned per vehicle. Effective asset management remains a priority, with emphasis on maintaining vehicle residual values and ensuring the timely disposal or replacement of vehicles at the end of their lease term.

The Group maintains a disciplined approach to credit risk by ensuring low levels of customer default and overdue receivables, supported by appropriate credit assessment procedures. Strong cash collection performance is targeted to ensure receipts are received in line with contractual terms and to support ongoing investment in the fleet.

On behalf of the board

A Rolfe
Director
22 July 2026
P42 UK LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

Principal activities

The principal activity of the company and group was that of long-term leasing of motor vehicles.

The company was incorporated on 2 August 2023.

Results and dividends

The results for the period are set out on page 8.

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

Directors

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

A Rolfe
(Appointed 20 November 2023)
A Ball
(Appointed 10 April 2026)
M Alvey
(Appointed 11 March 2025 and resigned 18 May 2026)
A Jarvis
(Appointed 26 April 2024)
O Molefe
(Appointed 11 March 2025 and resigned 20 May 2026)
L Meidla
(Appointed 20 November 2023 and resigned 11 March 2025)
E Oja
(Appointed 20 November 2023 and resigned 11 March 2025)
R Ojasaar
(Appointed 20 November 2023 and resigned 11 March 2025)
M Orgna
(Appointed 2 August 2023 and resigned 11 March 2025)
G Visser
(Appointed 20 November 2023 and resigned 22 October 2024)
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

P42 UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

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

On behalf of the board
A Rolfe
Director
22 July 2026
P42 UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF P42 UK LTD
- 4 -

Qualified opinion on financial statements

We have audited the financial statements of P42 UK Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the period 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 qualified opinion

As explained in note 13 to the consolidated financial statements, the Group acquired control of Inclusion SA on 1 December 2023 and subsequently lost control on 16 September 2024. We were unable to obtain sufficient appropriate audit evidence in respect of the financial information of Inclusion SA, as included in the consolidated financial statements, at the dates control was obtained and lost.

Accordingly, we were unable to determine whether the amounts recognised in respect of the subsidiary’s results for the relevant period and the net assets derecognised on deconsolidation are free from material misstatement. This limitation in the scope of our audit was also extended to our verification procedures over the net assets of a fellow subsidiary, P42 Mexico, who was acquired on 1 December 2023 and disposed of on 28 October 2024.

In addition, costs of £550,882 relating to a share option scheme have been recognised in the profit and loss account for the period. We were unable to obtain sufficient appropriate audit evidence to verify these costs. The costs relate to a subsidiary that ceased to be part of the group during the period and, accordingly, no related asset or liability remains recognised in the consolidated balance sheet as at 31 December 2024.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)). 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 qualified 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 group's and parent 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.

P42 UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P42 UK LTD
- 5 -

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In relation to the procedures performed over the acquisition and disposal cut‑off of the subsidiaries, as described above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

Except for the above, 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

P42 UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P42 UK LTD
- 6 -

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.

As a result of this assessment, we considered the opportunities and incentives that may exist within the group and company for fraud and identified that the greatest area of risk was in relation to management override, completeness of income and recoverability of debtors.

We have obtained an understanding of the legal and regulatory frameworks that the group and company operates in from discussions with the directors and our knowledge of the group and company and its industry sector. We have focused on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

We performed the following audit procedures after consideration of the above risks which included the following:

- assessing the recognition of interest income from customer lease agreements, testing the calculation of interest income on a sample basis, performing analytical procedures and cut off testing around the year end;

- testing the calculation of net assets at the effective dates on which subsidiaries joined and left the group.

- enquiry of management of actual and potential litigation and claims;

- reviewing correspondence with HMRC and the group’s legal advisors;

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;

- assessing whether the judgements made in making accounting estimates are indicative of a potential bias;

- evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-​​compliance with laws and regulations throughout the audit.

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. The 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

P42 UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P42 UK LTD
- 7 -
Tracey Wickens (Senior Statutory Auditor)
For and on behalf of MGI Midgley Snelling LLP, Statutory Auditor
Chartered Accountants
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
23 July 2026
P42 UK LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Period
Period
ended
ended
Continuing
Discontinued
31 December
operations
operations
2024
Notes
£
£
£
Turnover
3
216,576
29,956,756
30,173,332
Cost of sales
(16)
(10,743,009)
(10,743,025)
Gross profit
216,560
19,213,747
19,430,307
Administrative expenses
(2,238,500)
(15,150,371)
(17,388,871)
Other operating income
-
41,795
41,795
Operating profit
5
(2,021,940)
4,105,171
2,083,231
Interest receivable and similar income
7
10,023,933
145,839
10,169,772
Interest payable and similar expenses
8
(912,549)
(13,011,959)
(13,924,508)
Amounts written off investments
9
(586,790)
-
(586,790)
(Loss)/profit before taxation
6,502,654
(8,760,949)
(2,258,295)
Tax on loss
10
-
-
-
(Loss)/profit for the financial period
6,502,654
(8,760,949)
(2,258,295)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
P42 UK LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
Notes
£
£
Fixed assets
Intangible assets
11
-
Investments
12
1
1
Current assets
Debtors
14
1,134,992
Cash at bank and in hand
818,989
1,953,981
Creditors: amounts falling due within one year
15
(1,334,330)
Net current assets
619,651
Net assets
619,652
Capital and reserves
Called up share capital
17
376,595
Share premium account
2,501,352
Profit and loss reserves
(2,258,295)
Total equity
619,652

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 22 July 2026 and are signed on its behalf by:
22 July 2026
A Rolfe
Director
Company registration number 15045041 (England and Wales)
P42 UK LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
12
5
Current assets
Debtors
14
918,890
Cash at bank and in hand
11,908
930,798
Creditors: amounts falling due within one year
15
(311,137)
Net current assets
619,661
Net assets
619,666
Capital and reserves
Called up share capital
17
376,595
Share premium account
2,501,352
Profit and loss reserves
(2,258,281)
Total equity
619,666

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £2,258,281.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 22 July 2026 and are signed on its behalf by:
22 July 2026
A Rolfe
Director
Company registration number 15045041 (England and Wales)
P42 UK LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 2 August 2023
-
0
-
0
-
0
-
0
Period ended 31 December 2024:
Loss and total comprehensive income
-
-
(2,258,295)
(2,258,295)
Issue of share capital
17
376,595
2,501,352
-
2,877,947
Balance at 31 December 2024
376,595
2,501,352
(2,258,295)
619,652
P42 UK LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 2 August 2023
-
0
-
0
-
0
-
0
Period ended 31 December 2024:
Loss and total comprehensive income
-
-
(2,258,281)
(2,258,281)
Issue of share capital
17
376,595
2,501,352
-
2,877,947
Balance at 31 December 2024
376,595
2,501,352
(2,258,281)
619,666
P42 UK LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
22
62,308,189
Interest paid
(13,924,508)
Net cash inflow from operating activities
48,383,681
Investing activities
Net cash inflow on acquistion
3,358,358
Net cash outflow on disposal
(1,445,679)
Purchase of investments
(1,135,407)
Interest received
196,317
Net cash generated from investing activities
973,589
Financing activities
Proceeds from issue of shares
2,513,952
Proceeds from borrowings
10,830,145
Repayment of borrowings
(61,882,378)
Net cash used in financing activities
(48,538,281)
Net increase in cash and cash equivalents
818,989
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
818,989
P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

P42 UK Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5 New Street Square, London, EC4A 3TW.

The group consists of P42 UK Ltd and all of its subsidiaries.

1.1
Reporting period

The company is incorporated on 2 August 2023 and this is the first period of accounts from 2 August 2023 to 31 December 2024.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company P42 UK Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors have adopted the going concern basis of accounting in preparing the financial statements.

As set out in note 13, the group underwent a restructuring during 2024. As a result, losses are projected for 2025; however, management expects the group to return to profitability by 2026.

As disclosed in the post balance sheet events note, additional funding was received subsequent to the year end. This funding has supported the group during the restructuring phase.

Despite the significant loss recognised in 2024, which primarily arose from an inter group write off, offset by the write-down of the SAFE liability, the directors consider that the additional funding provides sufficient support for the group to continue as a going concern.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Interest relating to finance leases is recognised as revenue in a manner that reflects a consistent rate of return on the net investment in lease receivable.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

Negative goodwill arising on the acquisition of a subsidiary represents the excess of the fair value of the identifiable net assets acquired over the cost of the business combination. Following a reassessment of the acquisition accounting, any resulting negative goodwill is recognised immediately in the profit and loss account.

During the period, negative goodwill was fully disposed of as the subsidiaries acquired were later disposed of in the same accounting period.

1.8
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Borrowing costs related to fixed assets

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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 classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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 initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.12
Equity instruments

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

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.13
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.

1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The share options vest over four years and are based on continued employment. They are expensed to the profit and loss account on a straight line basis over the period and are adjusted at each year end for any expectation of employees not remaining in service. These share-based payments are found in other reserves on the balance sheet.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the group’s net investment outstanding in respect of leases.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Gains and losses recognised on consolidation are recognised in other comprehensive income.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Portfolio impairment

Finance lease income represents the unwinding of unearned finance income over the lease term. Income is recognised on a systematic basis that reflects a constant periodic rate of return on the Group’s net investment in each lease. Lease payments received are allocated between a reduction in the principal balance and the recognition of finance income, thereby reducing both the gross investment in the lease and the unearned finance income.

At each reporting date, the Group assesses whether there is objective evidence that the lease receivables portfolio is impaired. Indicators of impairment include breaches of contractual terms, such as defaults or significant delays in lease payments. Where such evidence exists, an impairment loss is recognised immediately in profit or loss on a portfolio basis.

SAFE liability

The classification of the Simple Agreement for Future Equity (SAFE) as financial liabilities required judgement. Management concluded that the instruments contain an obligation to deliver cash upon a liquidity event and therefore do not meet the definition of equity.

Impairment of investments

The Directors have assessed the carrying value of the investment s u ndertaking for indicators of impairment. In making this assessment, consideration was given to the investments financial performance and net asset position at the reporting date.

As the investment has incurred accumulated losses and is in liquidation post year end, the Directors concluded that the carrying value of the investment is not recoverable. Accordingly, the investment has been fully impaired during the year.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

SAFE liability

Significant estimation uncertainty exists in determining the expected settlement value, including assumptions regarding:

- completion of the proposed transaction,

- timing of settlement, and

- the distribution of proceeds under the Company’s articles.

The estimate reflects management’s best assessment based on information available at the reporting date.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 19 -
3
Turnover and other revenue
2024
£
Turnover analysed by class of business
Finance lease receivables
28,798,500
Admininstration fees income
774,261
Incentive income
363,952
Other
236,619
30,173,332
2024
£
Turnover analysed by geographical market
Europe
2,561
Africa
29,491,911
South America
678,860
30,173,332
2024
£
Other revenue
Interest income
10,169,772
Other gains (see note 8)
14,678,870
4
Exceptional item

During the period, the company recognised a write-off of an intercompany loan due from a subsidiary, following the subsidiary’s entry into liquidation, see note 9.

The company also recognised a gain due to the remeasurement of Simple Agreements for Future Equity, see note 7.

5
Operating profit
2024
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(623,758)
Fees payable to the group's auditor for the audit of the group's financial statements
40,000
Share-based payments
550,882
P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 20 -
6
Employees

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

Group
Company
2024
2024
Number
Number
Finance
19
2
Sales
44
-
Inventory
65
-
Administrative
14
-
Total
142
2

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
4,542,589
-
0
Social security costs
544,060
-
5,086,649
-
0

No directors received any remuneration in the period.

7
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
196,317
Other income from investments
Gains on financial instruments measured at fair value through profit or loss
9,973,455
Total income
10,169,772
2024
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
196,317
Interest on financial assets measured at fair value through profit or loss
9,973,455
P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
7
Interest receivable and similar income
(Continued)
- 21 -

During the year, the Group recognised a gain of £9.97 m in relation to the remeasurement of Simple Agreements for F uture Equity (“SAFE”) instruments.

The SAFEs were previously recognised as financial liabilities. Following the execution of a proposed transaction to sell the Company, the SAFEs became subject to a liquidity event under which the holders are entitled to a cash settlement based on the available proceeds.

Based on the terms of the proposed transaction and the expected distribution waterfall, the Company estimates that SAFE holders will receive approximately 5% of their original investment. Accordingly, the SAFE liability has been remeasured to its expected settlement value at the reporting date. The sale took place after the year end on 11 March 2025 and the gain was realised.

The resulting gain reflects the reduction in the estimated obligation and has been recognised within finance income in the profit and loss account.

8
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on secured loans
11,810,234
Other interest on financial liabilities
2,114,274
13,924,508
9
Other gains and losses
2024
£
Gain on disposal of subsidiaries
24,484,602
Amounts written off on intercompany loans
(25,071,392)
(586,790)

Amounts written off of intercompany loans includes an amount in relation to the intercompany loan due from Inclusion OU that was written off as part of the restructuring which resulted in Inclusion OU leaving the group, see note 13.

Inclusion South Africa was acquired from Inclusion OU during the year as part of a group restructure which resulted in Inclusion OU exiting the group. As part of the acquisition of Inclusion SA an intercompany balance of £15,736,690 was assigned to P42 UK Ltd. £15,265,660 was subsequently written off as a bad debt which is included in amounts written off on intercompany loans above.

On the disposal of Inclusion OU during the period and the loss of control in Inclusion SA during the period, a gain was recognised as both entities were in a net liability position at the date of disposal, see note 19.

10
Taxation
P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 22 -

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(2,258,295)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(564,574)
Tax effect of expenses that are not deductible in determining taxable profit
6,802,246
Gains not taxable
(6,427,537)
Unutilised tax losses carried forward
189,865
Taxation charge
-

The Group has adjusted tax losses carried forward of £759,4 45. The deferred taxation asset of £189,861 has not been recognised as there is no certainty when these losses will be utilised.

11
Intangible fixed assets
Group
Negative goodwill
£
Cost
At 2 August 2023
-
0
Additions
(13,845,947)
Disposals
13,845,947
At 31 December 2024
-
0
Amortisation and impairment
At 2 August 2023 and 31 December 2024
-
0
Carrying amount
At 31 December 2024
-
0
The company had no intangible fixed assets at 31 December 2024.
P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
5
Unlisted investments
1
-
0
1
5
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 2 August 2023
-
Additions
1
At 31 December 2024
1
Carrying amount
At 31 December 2024
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 2 August 2023
-
Additions
1,863,401
Disposals
(363,995)
At 31 December 2024
1,499,406
Impairment
At 2 August 2023
-
Impairment losses
1,499,401
At 31 December 2024
1,499,401
Carrying amount
At 31 December 2024
5
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
13
Subsidiaries
(Continued)
- 24 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Inclusive Mobility Management (Pty) Ltd
South Africa
Ordinary
100.00

On 1 December 2023, P42 UK Ltd acquired 100 percent of the issued share capital of Inclusion OU, a company incorporated in Estonia. At the date of acquisition, Inclusion OU held 100 percent of the issued share capital of Inclusion South Africa Proprietary Ltd, a company incorporated in South Africa and P42 Mexico, a company incorporated in Mexico. The results of Inclusion OU, Inclusion South Africa Proprietary Ltd and P42 Mexico have been consolidated into the group financial statements from 1 December 2023.

On 16 September 2024, a standstill letter was issued which resulted in the group losing control of Inclusion South Africa Proprietary Ltd and control being taken by the lenders to the company, see note 19. Accordingly, this entity was deconsolidated from the group with effect from that date.

On 28 October 2024, a group reorganisation took place under which P42 UK Ltd disposed of its entire shareholding in Inclusion OU. As a result, Inclusion OU and its subsidiary, P42 Mexico, were deconsolidated from the group from that date.

14
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
216,102
-
0
Amounts owed by group undertakings
784,103
784,103
Other debtors
134,787
134,787
1,134,992
918,890

The amounts owed by group undertakings are interest free and repayable on demand. These amounts are due from an entity which is owned by P42 UK Ltd, however control has been lost to its lenders, see note 13.

15
Creditors: amounts falling due within one year
Group
Company
2024
2024
£
£
Trade creditors
429,748
213,647
Amounts owed to group undertakings
807,096
4
Other creditors
49,590
49,590
Accruals and deferred income
47,896
47,896
1,334,330
311,137

The amounts owed to group undertakings are interest free, unsecured and repayable on demand. These amounts are due to an entity which is owned by P42 UK Ltd, however control has been lost to its lenders, see note 13.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
16
Share-based payment transactions
Group
Company
2024
2024
£
£
Expenses recognised in the period
Arising from equity settled share based payment transactions
550,882
-

The share option scheme was operated through a subsidiary company, Inclusion OU, and was granted to employees with options vesting over a four year period subject to continued employment. The options entitled holders to shares in Inclusion OU. As this entity is no longer part of the group, no balance is recognised in the statement of financial position and no separate reserve is maintained. The amount recognised as an expense in the year was £550,882.

The company operates an equity-settled share option scheme for certain employees and consultants. Options are granted at an exercise price of £1 per share and are subject to service-based vesting conditions. Options granted under the scheme vest over a period of up to four years, subject to continued service. Vesting typically occurs on a graded basis, with an initial vesting after 12 months followed by monthly vesting thereafter.

Options may be exercised, upon an exit or liquidation event; at certain periods determined by the company after 48 months from the vesting commencement date and up to the 10 year anniversary of that date on death of the option holder.

During the year, 4,122 options were acquired by the group on acquiring the subsidiary. A further 1,351 options were granted in the year. 1,861 of these options vested and were exercised, with a total value of approximately £459,671 and a weighted average value per option of approximately £247.

The fair value of options granted during the year was determined using an appropriate valuation technique.

17
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of 1p each
37,659,514
376,595

At incorporation the company issued 100 ordinary share at par value of £0.01.

During the period the company issued 36,399,414 ordinary share at a par value of £0.01 and a further issue of 1,260,000 ordinary shares at a par value of £0.01 and premium of £1.99.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 26 -
18
Acquisition of a business

On 1 December 2023 the group acquired 100 percent of the issued capital of Inclusion OU.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
481,863
-
481,863
Property, plant and equipment
475,635
-
475,635
Investments
12,415,655
-
12,415,655
Trade and other receivables
94,616,916
-
94,616,916
Cash and cash equivalents
3,722,353
-
3,722,353
Borrowings
(91,591,384)
-
(91,591,384)
Trade and other payables
(5,911,096)
-
(5,911,096)
Total identifiable net assets
14,209,942
-
14,209,942
Negative Goodwill
(13,845,947)
Total consideration
363,995
The consideration was satisfied by:
£
Issue of shares
363,995
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
29,956,756
Loss after tax
(37,791,630)

On 1 December 2023, P42 UK Ltd acquired 100 percent of the issued share capital of Inclusion OU, a company incorporated in Estonia. At the date of acquisition, Inclusion OU held 100 percent of the issued share capital of Inclusion South Africa Proprietary Ltd and P42 Mexico. The results of Inclusion OU, Inclusion South Africa Proprietary Ltd and P42 Mexico have been consolidated into the group financial statements from 1 December 2023.

Consideration of £363,995 equates to the nominal share capital of Inclusion OU. This has been accounted for using the acquisition method of accounting.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
19
Disposals

On 28 October 2024, as part of a group reorganisation P42 UK Ltd disposed of its entire shareholding in Inclusion OU. As a result, Inclusion OU and its subsidiary, P42 Mexico, were deconsolidated from the Group. No consideration was received in respect of the disposal.

Net assets disposed of
£
Cash and cash equivalents
1,166,438
Intangible assets
15,536
Investments
4,184,257
Trade and other receivables
365,087
Trade and other payables
(1,612,629)
Borrowings
(38,133,552)
(34,014,863)
Loss on disposal
34,014,863
Total consideration
-
The consideration was satisfied by:
£
-

On 16 September 2024, P42 UK Ltd was deemed to have lost control of Inclusion South Africa Proprietary Ltd following the transfer of control to its lenders. From this date, management no longer had the ability to direct the relevant activities of the entity without lender approval. Accordingly, Inclusion South Africa Proprietary Ltd was deconsolidated from this date.

Net assets disposed of
£
Cash and cash equivalents
279,241
Intangible assets
2,241
Property, plant and equipment
12,929
Trade and other receivables
3,418,734
Trade and other payables
(290,067)
Borrowings
(3,123,175)
299,903
Gain on disposal
(299,903)
Total consideration
-
The consideration was satisfied by:
£
P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
20
Events after the reporting date

Subsequent to the year end, shares held in P42 UK Ltd were transferred to AA Custodian Holdings Limited on 11 March 2025. Following this new entities were incorporated into the group as part of a restructuring. Inclusive Asset Holdings (Pty) Ltd, a wholly owned subsidiary of P42 UK Limited, was established as the group holding company. Kinnectus 325 (Pty) Ltd, a wholly owned subsidiary of Inclusive Asset Holdings (Pty) Ltd, was incorporated on 12 February 2025 and commenced revenue‑generating operations on 20 March 2025.

In April 2025, P42 UK Limited raised £377k of equity funding. In September 2025, P42 UK Limited raised a further £2.9 m of equity funding to support fleet expansion and ongoing working capital requirements.

On 8 May 2026, Inclusion South Africa Proprietary Ltd was placed into voluntary liquidation.

21
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
£
Group
Other related parties
807,100

The amounts outstanding are unsecured, carry no interest and are repayable on demand.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
Balance
£
Group
Other related parties
784,107

The amounts outstanding are unsecured, carry no interest and are repayable on demand.

The following amounts were recognised in other gains and losses in the period, see note 9, in respect of amounts written of intercompany loans due from related parties:

2024
£
Group
Other related parties
15,265,660
Other information

The company has taken advantage of the exemption in FRS102.33.1A not to disclose transactions with the other group companies as it is wholly owned within the group.

P42 UK LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
22
Cash generated from group operations
2024
£
Loss after taxation
(2,258,295)
Adjustments for:
Finance costs
13,924,508
Investment income
(10,169,772)
Impairment loss
5,348,273
Exceptional item - loan write-off
(15,265,660)
Other gains and losses
586,790
Equity settled share based payment expense
550,882
Movements in working capital:
Decrease in debtors
73,122,219
Decrease in creditors
(3,530,756)
Cash generated from operations
62,308,189
23
Analysis of changes in net funds - group
2 August 2023
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
-
818,989
818,989
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