ORCHARD BIDCO LIMITED

Company Registration Number:
15451725 (England and Wales)

Unaudited statutory accounts for the year ended 31 March 2025

Period of accounts

Start date: 30 January 2024

End date: 31 March 2025

ORCHARD BIDCO LIMITED

Contents of the Financial Statements

for the Period Ended 31 March 2025

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

ORCHARD BIDCO LIMITED

Directors' report period ended 31 March 2025

The directors present their report with the financial statements of the company for the period ended 31 March 2025

Principal activities of the company

The principal activity of the company is that of an intermediate holding company.

Additional information

Going concern The directors have considered the appropriateness of adopting the going concern basis in preparing these financial statements. In forming their assessment, the directors have reviewed detailed forecasts to October 2026 which demonstrate continued compliance with the Group’s debt covenants for at least 12 months from the date of approval of these financial statements. Sensitivity analysis has also been applied, which in certain scenarios indicate potential covenant breaches. In response, the directors have identified and committed to mitigating actions that would prevent such breaches. In addition, the Group has obtained a formal letter of support from the Group’s majority shareholder, Inflexion, confirming that it will continue to provide financial support to the Group for a period of at least 12 months from the date of these financial statements are signed. Taking these factors into account, the directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis.



Directors

The director shown below has held office during the whole of the period from
30 January 2024 to 31 March 2025

Danielle Hazel Davies


The director shown below has held office during the period of
28 January 2025 to 31 March 2025

Mehul Tank


The director shown below has held office during the period of
8 July 2024 to 31 March 2025

Christian James Piers Jennings


The director shown below has held office during the period of
12 April 2024 to 31 March 2025

Simon Nicholas McMurtrie


The director shown below has held office during the period of
12 April 2024 to 28 January 2025

Stephen John Brice


The directors shown below have held office during the period of
3 April 2024 to 12 April 2024

David Gerard Collins
James Andrew Stevens


The directors shown below have held office during the period of
30 January 2024 to 3 April 2024

Roger Hart
A G Secretarial Limited
Inhoco Formations Limited


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
17 October 2025

And signed on behalf of the board by:
Name: Mehul Tank
Status: Director

ORCHARD BIDCO LIMITED

Profit And Loss Account

for the Period Ended 31 March 2025

14 months to 31 March 2025


£
Turnover: 0
Cost of sales: 0
Gross profit(or loss): 0
Distribution costs: 0
Administrative expenses: ( 12,342,206 )
Other operating income: 0
Operating profit(or loss): (12,342,206)
Interest receivable and similar income: 0
Interest payable and similar charges: ( 2,399,691 )
Profit(or loss) before tax: (14,741,897)
Tax: 0
Profit(or loss) for the financial year: (14,741,897)

ORCHARD BIDCO LIMITED

Balance sheet

As at 31 March 2025

Notes 14 months to 31 March 2025


£
Called up share capital not paid: 0
Fixed assets
Intangible assets:   0
Tangible assets:   0
Investments: 3 65,919,922
Total fixed assets: 65,919,922
Current assets
Stocks:   0
Debtors: 4 48,455,926
Cash at bank and in hand: 226,515
Investments:   0
Total current assets: 48,682,441
Prepayments and accrued income: 0
Creditors: amounts falling due within one year: 5 ( 59,594,006 )
Net current assets (liabilities): (10,911,565)
Total assets less current liabilities: 55,008,357
Creditors: amounts falling due after more than one year: 6 ( 21,890,485 )
Provision for liabilities: 0
Accruals and deferred income: 0
Total net assets (liabilities): 33,117,872
Capital and reserves
Called up share capital: 478,598
Share premium account: 47,381,171
Other reserves: 0
Profit and loss account: (14,741,897 )
Total Shareholders' funds: 33,117,872

The notes form part of these financial statements

ORCHARD BIDCO LIMITED

Balance sheet statements

For the year ending 31 March 2025 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

This report was approved by the board of directors on 17 October 2025
and signed on behalf of the board by:

Name: Mehul Tank
Status: Director

The notes form part of these financial statements

ORCHARD BIDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Other accounting policies

    Fixed asset investments Cash and cash equivalents Financial instruments Basic financial assets Impairment of financial assets Derecognition of financial assets Classification of financial liabilities Basic financial liabilities Derecognition of financial liabilities Equity instruments Taxation Employee benefits Retirement benefits Foreign exchange

ORCHARD BIDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

  • 2. Employees

    14 months to 31 March 2025
    Average number of employees during the period 5

ORCHARD BIDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

3. Fixed assets investments note

On 12 April 2024, Orchard Bidco acquired 100% of the share capital of UP Global Pte Ltd for consideration of £69,744,198 plus directly attributable costs of £4,768,162. Impairment losses of £8,592,438 were recognised in relation to this investment during the period.

ORCHARD BIDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

4. Debtors

14 months to 31 March 2025
£
Trade debtors 0
Prepayments and accrued income 76,965
Other debtors 48,378,961
Total 48,455,926
Debtors due after more than one year: 0

ORCHARD BIDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

5. Creditors: amounts falling due within one year note

14 months to 31 March 2025
£
Bank loans and overdrafts 0
Amounts due under finance leases and hire purchase contracts 0
Trade creditors 20,638
Taxation and social security 455
Accruals and deferred income 683,330
Other creditors 58,889,583
Total 59,594,006

ORCHARD BIDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

6. Creditors: amounts falling due after more than one year note

14 months to 31 March 2025
£
Bank loans and overdrafts 15,941,057
Amounts due under finance leases and hire purchase contracts 0
Other creditors 5,949,428
Total 21,890,485