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Registered number:
For the Year Ended
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Heisenberg UK BidCo Limited
Company Information
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Heisenberg UK BidCo Limited
Contents
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Heisenberg UK BidCo Limited
Strategic Report
For the Year Ended 31 December 2024
The Directors present their Strategic Report for the period ended 31 December 2024.
2024 was another year where DEPT® continued to pursue its existing strategy of organic growth and growth via buy and-build.
During the year Heisenberg UK BidCo Limited maintained its key strategic role as owner and shareholder of its direct and indirect subsidiaries.
Less than a decade ago, DEPT® was born from a collection of independent companies that believed they could make a bigger impact together than they ever could alone. Since then, we have continued to bring together the best in technology and marketing to form a single team, one built to solve whatever comes next.
At DEPT®, we exist to unlock tomorrow’s possibilities for today’s most ambitious companies. Our unique model is a true 50/50 blend of technology and marketing, this ensures we do not just react to change; we drive it. We pair strategic consultation with world-class execution, bringing together visionary thinking with the ability to build, scale, and create meaningful impact. With over 170 partners leading the way, we combine the agility of an independent with the scale of a global player. We build brands that shape culture, products that elevate experiences, and systems that power the future. But we are not just focused on growth, we are committed to doing business the right way. We are united in building a company that has a positive impact on our people, our clients, and society. As a Certified B Corp, we are proud to be part of a global community of businesses balancing purpose and profit to be a force for good. B Corp Certification At DEPT®, we continue to be proud of our B Corp Certification and believe that it serves as an important signal of our commitment to using our business as a force for good. B Corps meet high standards of overall social and environmental performance, accountability, transparency and are required to recertify every three years. We are proud of achieving recertification at the beginning of 2025. In 2024, we worked towards our first recertification and as such we have been preparing the necessary data, documentation and implementing improvement initiatives to ensure we recertify in a timely and efficient manner. The recertification reflects and assesses the significant growth we have experienced at DEPT®. Awards In 2024, DEPT® achieved significant recognition across multiple prestigious award platforms: Webby Awards: DEPT® was honored as Agency of the Year and Network of the Year for the third consecutive year. The agency secured 21 wins, 10 nominations, and 18 honorees for collaborations with brands such as Gucci, Bang & Olufsen, and Virgin Galactic. Lovie Awards: DEPT® was named Agency of the Year for the fourth time, earning a total of 31 awards: 8 Gold, 17 Silver, and 6 Bronze. Additionally,the agency received 21 People's Lovie Awards for work with clients including Sesame Workshop, Just Eat Takeaway, GANNI, and Strava. Anthem Awards: DEPT® was recognized as Agency of the Year, securing 20 awards. Presented by The Webby Awards, the Anthem Awards strive to amplify the voices that spark global change and define a new benchmark for impactful work that inspires others to take action within their own communities. This accolade highlights the agency's commitment to purpose- and mission-driven work. Campaign’s Global Agency of the Year Awards: DEPT® received the Silver award for Global Digital Innovation Agency
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Heisenberg UK BidCo Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
of the Year, acknowledging its innovative use of technology in projects such as AI tools for teaching American Sign Language and immersive experiences for brands like Boss in Dubai. These accolades underscore DEPT®'s dedication to innovation, creativity, and impactful work in the digital agency landscape.
In 2024, we focused on strengthening our foundation with #OneDEPT, refining both our organization and our approach to client work. With a new executive team in place, we sharpened our strategy to drive growth within existing clients while strategically expanding our client base. This foundation positions us for a strong 2025, marked by returning to growth and pioneering work. Our commercial strategy in 2024 delivered a robust pipeline and an improved win ratio. In 2025, we will build on this momentum by expanding cross-sell and upsell opportunities within our existing client portfolio, increasing CSAT, and boosting revenue retention. Additionally, we will accelerate global client growth through strategic partnerships and centers of excellence.
Heisenberg UK BidCo Limited is a holding company, management company and shared service centre only.
Over the course of the next 12 months the Company intends to continue its role as a shareholder for its direct and indirect subsidiaries.
For the year 2024 the profit before tax decreased from £1.8m in 2023 to £(0.01m) in 2024. £1.5m related to income from shares in group undertakings (2023: £3.1m).
Interest payable and similar expenses increased from £1.2m in 2023 to £1.3m in 2024. In 2024, Net assets remained the same as 2023 at £10m. Heisenberg UK BidCo Limited is a 100% owned subsidiary of Digital Agency Holding B.V and therefore makes use of the exemption to provide consolidated financial statements, electing instead to consolidate at a 'Dept Group' level. The ''Dept Group' consolidated accounts are publicly available from Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands.
This report was approved by the board and signed on its behalf.
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Heisenberg UK BidCo Limited
Directors' Report
For the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £11,779 (2023 - profit £1,833,450).
The directors do not recommend payment of a dividend.
The directors who served during the year were:
DEPT® continues to see opportunities for strong growth in the UK both organically and via acquisitions and will continue our buy-and-build strategy and the integration of the previously acquired companies.
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Heisenberg UK BidCo Limited
Directors' Report (continued)
For the Year Ended 31 December 2024
There have been no significant events affecting the Company since the year end.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited
We have audited the financial statements of Heisenberg UK BidCo Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position and the related notes, including a summary of 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 opinion.
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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited (continued)
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations.
°Detecting and responding to the risks of fraud.
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and remained 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. This 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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
Date:
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Heisenberg UK BidCo Limited
Statement of Income and Retained Earnings
For the Year Ended 31 December 2024
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Heisenberg UK BidCo Limited
Registered number: 12503141
Statement of Financial Position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 20 form part of these financial statements.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Heisenberg UK Bidco Limited is a private company limited by shares, incorporated in England and Wales. The address of the registered office is 9th Floor, Bridgewater House, Whitworth Street, Manchester, M1 6LT. The nature of the Company's operations is that of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Digital Agency Holding B.V. as at 31 December 2024 and these financial statements may be obtained from Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The group has prepared the financial statements for the financial year ending 31st December 2024 on a going concern basis which assumes continuity of current business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
The group headed by Digital Agency Holding B.V. has prepared financial forecasts for FY25 and the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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. recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. Provision for impairment loss on investments in subsidiaries Management assess at each reporting date whether there is an indication that the investment in the subsidiary of £21,905,514 (2023: £21,905,514) is impaired. If any such indication exists, management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in the profit or loss.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
There were no factors that may affect future tax charges.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Share premium account
Profit and loss account
There is a fixed and floating charge over the assets of the company in respect of a senior facilities agreement of EUR 185,000,000 (2023: EUR 185,000,000) held by a foreign parent entity, Digital Agency Holding B.V. The company is one of three UK-based group companies acting as chargor in the agreement.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £11,529 (2023: £Nil). Contributions totalling £Nil (2023: £Nil) were payable to the fund at the reporting date and are included in creditors.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
The immediate parent undertaking is Digital Agency Subholding B.V., a company registered in The Netherlands.
The smallest group for which consolidated accounts are prepared is Digital Agency Subholding B.V., a company registered in The Netherlands at Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands. The largest group for which consolidated accounts are prepared is Digital Agency Holding B.V., a company registered in The Netherlands at the same address as above. Consolidated accounts are available from the registered offices listed above. The Carlyle Group Inc. is the ultimate parent undertaking.
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