Company Information
Contents
Strategic report
For the year ended 31 December 2024
The directors present their Strategic report for the year ended 31 December 2024.
In June 2021, the company acquired a controlling interest in Arajet S.A. on behalf of its immediate parent, Hulansera S.L. In addition to the acquisition, the company advanced funds totalling $30.8m (2023: $19.3m). These advances were made to provide working capital and support the ongoing operational and strategic financing needs of Arajet S. A.
The principal activity of the company is to act as an investment entity and therefore its principal risks relate to the carrying value of the investments that the company owns.
To manage the risk, the company periodically reviews the financial statements of those companies in which it holds
investments.
To manage the risk, the company periodically reviews the financial statements of those companies in which it holds
investments.
As Arajet Holdings Limited is an investment entity and special purpose vehicle the only key performance indicator is the valuation of the company's investment in Arajet S.A. The value of the investment at the reporting date is $125m (2023: $95m).
This report was approved by the board on 29 September 2025 and signed on its behalf.
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Directors' report
For the year ended 31 December 2024
The directors present their report and the financial statements of Arajet Holdings Limited ('the company') for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to $29,648,066 (2023 : $28,420,738).
The directors declared dividends of $nil during the year (2023 : $nil).
The directors who served during the year were:
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;
∙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 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.
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Directors' report (continued)
For the year ended 31 December 2024
There have been no significant events affecting the company since the year end.
This report was approved by the board and signed on its behalf.
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Independent auditor's report to the members of Arajet Holdings Limited
For the year ended 31 December 2024
We have audited the financial statements of Arajet Holdings Limited ('the company') for the year ended 31 December 2024, which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of changes in equity, the Statement of cash flows 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 Auditor's 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.
Emphasis of matter
We draw attention to Notes 3 and 7 of the financial statements, which describe the significant judgement and estimation in determining the fair value of the investment of $125m as at 31 December 2024 (2023: $95m). Our opinion is not modified in respect of this matter.
We draw attention to Notes 3 and 7 of the financial statements, which describe the significant judgement and estimation in determining the fair value of the investment of $125m as at 31 December 2024 (2023: $95m). Our opinion is not modified in respect of this matter.
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Independent auditor's report to the members of Arajet Holdings Limited (continued)
For the year ended 31 December 2024
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.
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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Independent auditor's report to the members of Arajet Holdings Limited (continued)
For the year ended 31 December 2024
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.
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:
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we made enquiries of management as to where they considered there was susceptibility to fraud, and their
knowledge of actual, suspected and alleged fraud;
knowledge of actual, suspected and alleged fraud;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial
statements of the company through discussions with the directors and other management at the planning stage;
statements of the company through discussions with the directors and other management at the planning stage;
∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material
effect on the financial statements or the operations of the company including the Companies Act 2006 and taxation
legislation.
effect on the financial statements or the operations of the company including the Companies Act 2006 and taxation
legislation.
We assessed the extent of compliance with the laws and regulations identified above through:
∙making enquiries of management; and
∙considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws
and regulations.
and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙determined the susceptibility of the company to management override of controls by checking the implementation of
controls and enquiring of individuals involved in the financial reporting process;
controls and enquiring of individuals involved in the financial reporting process;
∙reviewed journal entries throughout the period to identify unusual transactions;
∙performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large
variances from the prior period;
variances from the prior period;
∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the company's management, including scrutiny of material calculations and assumptions in arriving at the valuation of the company's investment in its subsidiary; and
on the part of the company's management, including scrutiny of material calculations and assumptions in arriving at the valuation of the company's investment in its subsidiary; and
∙carried out substantive testing to check the occurrence and cut-off of expenditure.
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Independent auditor's report to the members of Arajet Holdings Limited (continued)
For the year ended 31 December 2024
Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included:
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included:
∙agreeing financial statement disclosures to underlying supporting documentation; and
∙enquiring of management as to actual and potential litigation and claims.
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 Auditor's 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.
for and on behalf of
Statutory Auditor
130 Wood Street
EC2V 6DL
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Statement of income and retained earnings
For the year ended 31 December 2024
Page 8
Statement of financial position
As at 31 December 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 20 form part of these financial statements.
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Statement of changes in equity
For the year ended 31 December 2024
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Statement of changes in equity
For the year ended 31 December 2023
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Statement of cash flows
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
The company is a private company limited by shares and is incorporated in England and Wales. The registered
office of the company is Duo, Level 6, 280 Bishopsgate, London, EC2M 4RB. The company registration number is 11142451.
office of the company is Duo, Level 6, 280 Bishopsgate, London, EC2M 4RB. The company registration number is 11142451.
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 Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The following principal accounting policies have been applied:
within these accounting policies and in accordance with Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The following principal accounting policies have been applied:
Functional and presentation currency
Transactions and balances
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The directors have exercised significant judgement and estimation in determining the fair value of the investment as at 31 December 2024. In forming this estimate the directors have considered the present value of the investment using a market model. This uses unobservable inputs and as such the company is classified as an investment entity in line with FRS 102 s9.9C. The key inputs are Arajet S.A. projected profit for financial years 2025-2030 and data from guideline public companies with similar characteristics. See also note 7 “Fixed asset investment”.
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Notes to the financial statements
For the year ended 31 December 2024
The company has tax losses of $4,924,779 (2023: $4,573,707) available to carry forward against future tax profits. The company has an unrecognised deferred tax asset of $1,231,195 (2023: $1,143,427) in respect of these unrelieved tax losses.
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
Ordinary shares have full voting, dividend and capital distribution rights attached.
M1 and M2 shares have no voting rights or rights to a dividend or distribution. The holders of these share classes do have the right to capital distribution on winding up of the company.
Series A shares have full voting, dividend and capital distribution rights attached. The holders of these shares also have the right of redemption.
M1 and M2 shares have no voting rights or rights to a dividend or distribution. The holders of these share classes do have the right to capital distribution on winding up of the company.
Series A shares have full voting, dividend and capital distribution rights attached. The holders of these shares also have the right of redemption.
Share premium account
Profit and loss account
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Notes to the financial statements
For the year ended 31 December 2024
The immediate parent company is Hulansera SL, a company registered in Spain and the ultimate parent company is Bain Capital Credit SSS Fund, a company registered in Ireland.
There are no consolidated financial statements in which the company is a member.
There are no consolidated financial statements in which the company is a member.
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