Company registration number 13938025 (England and Wales)
PANGEA BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
PANGEA BIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 5
PANGEA BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
4
43,681
43,681
Current assets
Debtors
6
10
10
Creditors: amounts falling due within one year
7
(13,561)
(13,364)
Net current liabilities
(13,551)
(13,354)
Total assets less current liabilities
30,130
30,327
Creditors: amounts falling due after more than one year
8
(30,500)
(30,500)
Net liabilities
(370)
(173)
Capital and reserves
Called up share capital
-
0
-
0
Profit and loss reserves
(370)
(173)
Total equity
(370)
(173)

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 14 October 2026 and are signed on its behalf by:
D H Cunliffe
Director
Company registration number 13938025 (England and Wales)
PANGEA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Pangea Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 100 Avebury Boulevard, Milton Keynes, United Kingdom, MK9 1FH.

1.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

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

1.2
Going concern

Atruet 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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.4
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.

1.5
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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 method 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.

PANGEA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
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 company 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 payments 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.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

 

The directors have concluded the company has no key accounting estimates or judgements.

3
Employees

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

2025
2024
Number
Number
Total
5
5
PANGEA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
4
Fixed asset investments
2025
2024
£'000
£'000
Shares in group undertakings and participating interests
43,681
43,681
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Pangea Connected Holdings Limited
37-41 Bedford Row, London, United Kingdom, WC1R 4JH
Holding company
Ordinary
100.00
-
Pangea Connected Limited
37-41 Bedford Row, London, United Kingdom, WC1R 4JH
Provision of Global M2M and IOT solutions
Ordinary
0
100.00

The shares of Pangea Connected Limited are held indirectly through Pangea Connected Holdings Limited.

6
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Other debtors
10
10
7
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
761
623
Other creditors
12,800
12,741
13,561
13,364
8
Creditors: amounts falling due after more than one year
2025
2024
Notes
£'000
£'000
Other borrowings
30,500
30,500

During the period ended 31 December 2022, the company issued £30,500k of unsecured loan notes as part consideration to purchase shares in Pangea Connected Holdings Limited. No interest is charged on the loan notes. The loan notes are repayable by 2042.

PANGEA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
David Lawrence BSc (Hons) FCA
Statutory Auditor:
Azets
Date of audit report:
20 October 2026
10
Related party transactions

During the year the company entered into the following transactions with related parties:

 

The balance outstanding on the loan notes at the balance sheet date was £30,500k (2024 - £30,500k) as detailed in note 8.

 

At the balance sheet date a net amount of £13,361k (2024 - £13,223k) was due to companies under common control in respect of loans received, and expenses paid on behalf of the company.

11
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2024
2024
£'000
£'000
Adjustments to prior year
Reversal of loan note interest
-
8,388
Equity as previously reported
(5,386)
(8,561)
Equity as adjusted
(5,386)
(173)
Analysis of the effect upon equity
Profit and loss reserves
-
8,388
Notes to reconciliation
Loan note interest

From the inception of the loan notes, interest had been accrued at a rate of 10% per annum based on the loan note agreements. Following discussions with the loan note holders it was noted that an administrative error occured in the original drafting, and interest should not have been accrued.

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