Company No: 03859657 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	S Howe
	W Leicher (Appointed 11 August 2025, Resigned 01 February 2026)
	L Oubridge (Appointed 01 February 2026)
	S Ropers (Resigned 06 August 2025)
	A D Ræder (Appointed 25 August 2025)
	N Tandberg (Resigned 11 August 2025)

REGISTERED OFFICE	21-33 Great Eastern Street
	London
	EC2A 3EJ
	United Kingdom

COMPANY NUMBER

03859657 (England and Wales)

AUDITOR	Tuerner Audit Limited
	Statutory Auditor
	Bridge House
	Old Grantham Road
	Whatton
	Nottingham
	NG13 9FG

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	11,678		55,475
Tangible assets	4	1,456		4,191
Investments	5	130		115
		13,264		59,781
Current assets
Debtors
- due within one year	6	104,918		74,547
- due after more than one year	6	383,906		320,138
Cash at bank and in hand		19,533		48,031
		508,357		442,716
Creditors: amounts falling due within one year	7	( 795,118)		( 467,758)
Net current liabilities		(286,761)		(25,042)
Total assets less current liabilities		(273,497)		34,739
Provision for liabilities		0		( 9,822)
Net (liabilities)/assets		( 273,497)		24,917
Capital and reserves
Called-up share capital	8	1,645		1,645
Share premium account		856,477		856,477
Profit and loss account		( 1,131,619 )		( 833,205 )
Total shareholders' (deficit)/funds		( 273,497)		24,917

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of ADGISTICS LIMITED (registered number: 03859657) were approved and authorised for issue by the Board of Directors on 10 August 2026. They were signed on its behalf by:

A D Ræder Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

ADGISTICS LIMITED (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 21-33 Great Eastern Street, London, EC2A 3EJ, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The financial statements have been prepared on the going concern basis.

The company is part of the Papirfly Group, headed by Origami Topco AS, and is reliant on access to the Papirfly Group's software platform and funding from its parent company in order to be able to deliver its services to customers. Without continued access to this funding and platform, the company is unable to continue its normal trading activities.

The Papirfly Group is currently seeking additional financing or an alternative funding solution. The directors consider it likely that the required funding will be obtained and have therefore prepared the financial statements on a going concern basis based on continued access to the software platform.
 
The successful completion of the Papirfly Group's funding process is expected to enable continued operation of the Papirfly Group's software platform . These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.

Nevertheless, having considered the group's funding plans and the information currently available, the directors consider that it remains appropriate to prepare the financial statements on the going concern basis.

Group accounts exemption

Group accounts exemption s399
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

The company sells software licences. Turnover represents amounts receivable for software licence fees and services. In respect of licence fees, turnover is calculated as that proportion of total licence fees which relate to the period. The calculations are based on whole months, commencing in the month when income first accrues. Amounts received or receivable for licence fees in advance have been deferred and will be included in turnover in the next period.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

3 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the company is expected to benefit. This period is three years. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

3 - 5 years straight line

Related party exemption

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.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	11		16

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2025	1,533,899		1,533,899
At 31 December 2025	1,533,899		1,533,899
Accumulated amortisation
At 01 January 2025	1,478,424		1,478,424
Charge for the financial year	43,797		43,797
At 31 December 2025	1,522,221		1,522,221
Net book value
At 31 December 2025	11,678		11,678
At 31 December 2024	55,475		55,475

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2025	73,102		73,102
Disposals	( 68,460)		( 68,460)
At 31 December 2025	4,642		4,642
Accumulated depreciation
At 01 January 2025	68,911		68,911
Charge for the financial year	2,735		2,735
Disposals	( 68,460)		( 68,460)
At 31 December 2025	3,186		3,186
Net book value
At 31 December 2025	1,456		1,456
At 31 December 2024	4,191		4,191

5. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	115
Additions	15
At 31 December 2025	130
Carrying value at 31 December 2025	130
Carrying value at 31 December 2024	115

6. Debtors

	2025		2024
	£		£
Debtors: amounts falling due within one year
Trade debtors	31,619		46,449
Amounts owed by group undertakings	49,726		0
Other debtors	23,573		28,098
	104,918		74,547
Debtors: amounts falling due after more than one year
Amounts owed by group undertakings	383,906		320,138

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	40,425		49,293
Amounts owed to group undertakings	523,862		88,134
Other taxation and social security	97,907		138,204
Other creditors	132,924		192,127
	795,118		467,758

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
250,562 A Ordinary shares of £ 0.001 each	250.52		250.52
1,394,728 B Ordinary shares of £ 0.001 each	1,394.70		1,394.70
	1,645.22		1,645.22

9. Parent Undertaking

The parent company of the smallest group into which the accounts of Adgistics Limited are consolidated is Origami BidCo AS. Their registered office address from which publicly available accounts can be obtained is:

Papirfly AS
Universitetsgata 2
NO-0164 Oslo
Norway

The ultimate parent company is Origami TopCo AS, a company incorporated in Norway.

10. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2025 was unqualified.

We draw attention to Note 1 in the financial statements, which explains that the company relies on access to the Papirfly Group's software platform in order to be able to deliver its services to customers. As described in Note 1, the Papirfly Group is currently seeking additional financing or an alternative funding solution. The company's ability to continue as a going concern depends on the successful completion of this funding process, which is expected to enable the continued operation of the Papirfly Group's software platform.

These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

The audit report was signed by Caroline Peverett BA FCA on behalf of Tuerner Audit Limited.