REGISTERED NUMBER: 08839696 (England and Wales)

PACKETFABRIC (UK) LTD

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

Mr K Meyer

REGISTERED OFFICE:

Ground Floor Seneca House

Links Point

Amy Johnson Way

Blackpool

FY4 2FF

REGISTERED NUMBER:

08839696 (England and Wales)

SENIOR STATUTORY AUDITOR:

Richard Hogg

AUDITORS:

Carston ETL

Statutory Auditor

Second Floor

34 Lime Street

London

EC3M 7AT

CURRENT ASSETS

Debtors

4

166,044

124,582

CREDITORS

Amounts falling due within one year

5

9,798,080

9,095,268

NET CURRENT LIABILITIES

(9,632,036

)

(8,970,686

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(9,632,036

)

(8,970,686

)

CAPITAL AND RESERVES

Called up share capital

6

1

1

Retained earnings

(9,632,037

)

(8,970,687

)

SHAREHOLDERS' FUNDS

(9,632,036

)

(8,970,686

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the director and authorised for issue on 28th October 2026 and were signed by:

Mr K Meyer - Director

1.	STATUTORY INFORMATION

Packetfabric (UK) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in Pounds Sterling which is the functional currency of the company.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future. The Company incurred a net loss of £661,350 (2024:- £1,816,255) during the financial period ended 31 December 2025 and, as of that date, had net liabilities of £9,632,036 (2024:- £8,970,686).

PacketFabric (UK) Ltd (the "Company") is a wholly owned subsidiary of Unitas Global Inc, with PacketFabric Inc as its ultimate parent company. The Company continues to be heavily dependent on the financial support of its parent and ultimate parent companies to meet its operational cash requirements and satisfy its liabilities as they fall due.

The Company has received written confirmation from both Unitas Global Inc and PacketFabric Inc of their intention and ability to provide financial support to the Company for at least twelve months from the date of approval of these financial statements.

The director has considered the Company's financial position, including its net liabilities and limited liquid resources, together with the funding arrangements and financial position of the wider PacketFabric group. The ultimate parent company, PacketFabric Inc, and its subsidiary, PacketFabric (UK) Ltd have historically incurred significant losses and continue to operate with a tight liquidity position. For the year ended 31 December 2025, the Group incurred a net loss of $43.3 million and forecasts continued net losses for the years ending 31 December 2026 ($43.5 million) and 31 December 2027 ($20.3 million), before projected profitability in 2028 ($7.7 million) and 2029 ($37.6 million). Those current projections indicate that generated cash will not be sufficient to fund working capital requirements and discharge obligations as they fall due without obtaining additional external financing.

PacketFabric Inc and its subsidiary PacketFabric (UK) Ltd have historically relied upon external financing to fund its operations, including financing from the majority shareholder, Digital Alpha Advisors LLC. However, there is no binding commitment, guarantee, or other contractual obligation requiring Digital Alpha Advisors LLC to provide additional funding in the future. Accordingly, future funding from Digital Alpha Advisors LLC has not been treated as a committed source of liquidity in management's assessment.

To address the liquidity requirements and accelerate the pathway to profitability, management has updated its corporate strategy and developed a plan comprising several key operational and financial initiatives:

Strategic Growth & GPU Marketplace:

Expanding corporate strategy by leveraging a new strategic partnership to address critical areas impacting supply chain, core network and product offerings. The business model will incorporate a GPU Marketplace alongside its core Network-as-a-Service (Naas) services to create an opportunity for rapid, profitable near-term revenue growth while targeting increase in gross margins. The strategic partnership will allow the Group access to GPU sales opportunities through established customer relationships with minimal incremental sales and marketing costs.

Product Portfolio Expansion:

Expanding portfolio of high-margin products and services, including GPU compute, Anti-DDoS protection, advanced firewall capabilities, and attestation services. These strategic initiatives will strengthen the Group's competitive positioning, improve customer retention, and increase sales conversion and close rates across its expanding pipeline, driving sustainable revenue growth and improved operating margins.

Infrastructure & Operating Cost Optimization:

Right-sizing the existing network infrastructure to align capacity and operating costs with customer consumption, improving capital efficiency, network stability, and overall service reliability while significantly reducing Network Operations Center (NOC) support expenses.

Financing & Restructuring Options:

Actively pursuing additional equity or debt financing and negotiating revised terms with existing creditors and counterparties.

While management expects these strategic initiatives to strengthen competitive positioning, expand sales conversion, and enhance cash flows, there is no assurance that the Group will be successful in obtaining necessary additional financing or fully achieving its strategic and operational objectives. Consequently, management cannot conclude that it is probable that these plans will be effectively implemented or, if implemented, that they will be sufficient to resolve the liquidity shortfall in full.

Because the Company's ability to continue as a going concern is intrinsically linked to the financial standing and ongoing support of its parent company and its ultimate parent company, the conditions mentioned above indicate existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. Consequently, it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The financial statements do not include any adjustments that would result if the Company was unable to continue as a going concern.

Significant judgements and estimates

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial years are addressed below.

(a) Useful economic lives of assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.

(b) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Financial instruments

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances and amount owed to and by group undertakings are initially recognised at transaction price, 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 are derecognised when (a) the contractual rights to the cash flows from the assets expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another part or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from related parties 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 receipts discounted at a market rate of interest. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Trade creditors 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 at transaction price.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - 6 ).

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

22,619

16,355

Amounts owed by group undertakings

27,169

27,169

Other debtors

116,256

81,058

166,044

124,582

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

588,450

1,583,018

Amounts owed to group undertakings

9,099,397

7,103,426

Taxation and social security

128

39,960

Other creditors

110,105

368,864

9,798,080

9,095,268

6.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary share

£1

1

1

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

Material uncertainty relating to going concern

We draw attention to Note 2 to the financial statements, which indicates that the Company incurred a loss of £661,350 for the year ended 31 December 2025 (2024: £1,816,255) and, as at that date, had net liabilities of £9,632,036 (2024: £8,970,686).

The Company is dependent upon the ongoing financial support of its parent company, Unitas Global Inc, and its ultimate parent company, PacketFabric Inc, in order to meet its liabilities as they fall due. At 31 December 2025, amounts owed to group undertakings totalled £9,099,397.

As described in Note 2, the wider PacketFabric group incurred a net loss of $43.3 million during the year ended 31 December 2025 and is forecast to incur further losses during the years ending 31 December 2026 and 31 December 2027.

Current forecasts indicate that the group will require additional funding to meet its working capital requirements and obligations as they fall due. Whilst the Company has received written confirmation of financial support from its parent and ultimate parent companies for a period of at least twelve months from the date of approval of these financial statements, the ability of the group to continue providing such support is dependent upon the successful execution of management's strategic plans and the securing of sufficient additional financing.

Future funding from the group's principal investor is not contractually committed.

These events and conditions, together with the other matters set out in Note 2, indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Our opinion is not modified in respect of this matter.

The Report of the Auditors was unqualified.

Richard Hogg (Senior Statutory Auditor)

for and on behalf of Carston ETL

8.	RELATED PARTY DISCLOSURES

During the year, the parent company provided cash funding and paid for expenses on behalf of the company in the sum of £3,197,588 (2024- £2,032,385) and collected income of £1,201,617 (2024- £1,564,966) on behalf of the company.

At the balance sheet date, the amount owed to Unitas Global Inc. was £9,099,397 (2024: £7,103,426).

At the balance sheet date, an amount of £27,169 (2024: £27,169) was owed by Unitas Global Ireland Network Services Limited (Common ownership) to the company.

The above loans are interest free with no fixed repayment terms.

9.	POST BALANCE SHEET EVENTS

No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations or the state of affairs of the company in the financial period subsequent to the financial period ended 31 December 2025.

10.	ULTIMATE CONTROLLING PARTY

Packetfabric (UK) Limited's parent company is Unitas Global Inc, a company registered in the US. The ultimate parent company is Packetfabric Inc, a company registered in the US.

The Company is under the control of the board of directors of its ultimate parent company.