Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31No description of principal activitytruetruetruetruetruetruetrue2024-01-01false00false 00499821 2024-01-01 2024-12-31 00499821 2023-01-01 2023-12-31 00499821 2024-12-31 00499821 2023-12-31 00499821 2023-01-01 00499821 1 2024-01-01 2024-12-31 00499821 1 2023-01-01 2023-12-31 00499821 2 2024-01-01 2024-12-31 00499821 2 2023-01-01 2023-12-31 00499821 7 2024-01-01 2024-12-31 00499821 7 2023-01-01 2023-12-31 00499821 d:CompanySecretary1 2024-01-01 2024-12-31 00499821 d:Director1 2024-01-01 2024-12-31 00499821 d:Director2 2024-01-01 2024-12-31 00499821 d:Director3 2024-01-01 2024-12-31 00499821 d:Director3 2024-12-31 00499821 d:RegisteredOffice 2024-01-01 2024-12-31 00499821 e:CurrentFinancialInstruments 2024-12-31 00499821 e:CurrentFinancialInstruments 2023-12-31 00499821 e:CurrentFinancialInstruments 3 2024-12-31 00499821 e:CurrentFinancialInstruments 3 2023-12-31 00499821 e:Non-currentFinancialInstruments 2024-12-31 00499821 e:Non-currentFinancialInstruments 2023-12-31 00499821 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 00499821 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 00499821 e:UKTax 2024-01-01 2024-12-31 00499821 e:UKTax 2023-01-01 2023-12-31 00499821 e:ShareCapital 2024-12-31 00499821 e:ShareCapital 2023-12-31 00499821 e:ShareCapital 2023-01-01 00499821 e:SharePremium 2024-12-31 00499821 e:SharePremium 1 2024-01-01 2024-12-31 00499821 e:SharePremium 2 2024-01-01 2024-12-31 00499821 e:SharePremium 2023-12-31 00499821 e:SharePremium 2023-01-01 00499821 e:SharePremium 1 2023-01-01 2023-12-31 00499821 e:SharePremium 2 2023-01-01 2023-12-31 00499821 e:CapitalRedemptionReserve 2024-12-31 00499821 e:CapitalRedemptionReserve 1 2024-01-01 2024-12-31 00499821 e:CapitalRedemptionReserve 2 2024-01-01 2024-12-31 00499821 e:CapitalRedemptionReserve 2023-12-31 00499821 e:CapitalRedemptionReserve 2023-01-01 00499821 e:CapitalRedemptionReserve 1 2023-01-01 2023-12-31 00499821 e:CapitalRedemptionReserve 2 2023-01-01 2023-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2024-12-31 00499821 e:RetainedEarningsAccumulatedLosses 1 2024-01-01 2024-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2023-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2023-01-01 00499821 e:RetainedEarningsAccumulatedLosses 1 2023-01-01 2023-12-31 00499821 e:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 00499821 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 00499821 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 00499821 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-01-01 2024-12-31 00499821 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-12-31 00499821 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-12-31 00499821 d:OrdinaryShareClass1 2024-01-01 2024-12-31 00499821 d:OrdinaryShareClass1 2024-12-31 00499821 d:OrdinaryShareClass1 2023-12-31 00499821 d:FRS101 2024-01-01 2024-12-31 00499821 d:Audited 2024-01-01 2024-12-31 00499821 d:FullAccounts 2024-01-01 2024-12-31 00499821 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 00499821 e:Subsidiary1 2024-01-01 2024-12-31 00499821 e:Subsidiary1 1 2024-01-01 2024-12-31 00499821 e:Subsidiary2 2024-01-01 2024-12-31 00499821 e:Subsidiary2 1 2024-01-01 2024-12-31 00499821 e:Subsidiary3 2024-01-01 2024-12-31 00499821 e:Subsidiary3 1 2024-01-01 2024-12-31 00499821 e:Subsidiary4 2024-01-01 2024-12-31 00499821 e:Subsidiary4 1 2024-01-01 2024-12-31 00499821 e:Subsidiary5 2024-01-01 2024-12-31 00499821 e:Subsidiary5 1 2024-01-01 2024-12-31 00499821 e:Subsidiary6 2024-01-01 2024-12-31 00499821 e:Subsidiary6 1 2024-01-01 2024-12-31 00499821 14 2024-01-01 2024-12-31 00499821 14 2023-01-01 2023-12-31 00499821 15 2024-01-01 2024-12-31 00499821 15 2023-01-01 2023-12-31 00499821 f:PoundSterling 2024-01-01 2024-12-31 00499821 e:ShareCapital 1 2024-01-01 2024-12-31 00499821 e:ShareCapital 2 2024-01-01 2024-12-31 00499821 e:ShareCapital 1 2023-01-01 2023-12-31 00499821 e:ShareCapital 2 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 00499821










HICKSON INTERNATIONAL LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
HICKSON INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
N T Carter 
L M Fargas Mas 
J R Wirtz 




Company secretary
N T Carter



Registered number
00499821



Registered office
Hexagon Tower Crumpsall Vale
Blackley

Manchester

M9 8GQ




Independent auditor
Rödl & Partner Limited

170 Edmund Street

Birmingham

B3 2HB





 
HICKSON INTERNATIONAL LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditor's report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 28


 
HICKSON INTERNATIONAL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Business objectives and strategy
 
The Company's principal activity is that of an investment holding company.
Business model 
The Company acts as an investment holding entity, and is the sponsoring employer for the Hickson UK Group  Pension Scheme.
Development and performance during the year
The loss after tax for the year is £24.6m (2023: £0.4m). The loss for the year arose due to increased financing  costs incurred on group borrowings and the impairment of the investment in Hickson Limited.
Position at year end and prospects
There are currently no plans for any major changes in investments held.

Principal risks and uncertainties
 
In its activity as an investment holding company, the principal risks for Hickson International Limited are a fall in the value of its investments and the recoverability of intercompany debt. The Company does not prepare consolidated accounts, and therefore the directors monitor these risks via regular review of the performance of the underlying business, with net profitability and cash flow being the key indicators. In addition, as a sponsoring employer in the Hickson UK Group Pension Scheme, the Company is exposed to risks in relation to the on-going funding of the Scheme, through assets devaluations, increased mortality and pension law obligations. The Company monitors these risks via regular and open communication with the Trustees of this schemes and by taking independent actuarial advice, where appropriate.

Going concern

Arxada Ltd, an intermediate parent company, has confirmed that it will provide future funding to the Company if  needed. See going concern statement in note 2.3 to the financial statements.

Key performance indicators
 
The directors monitor the following principle key performance indicators:



2024
2023
£000
£000



Investment value
21,969
50,576

Net liabilities
(78,944)
(51,454)

Page 1

 
HICKSON INTERNATIONAL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments
 
The directors expect the Company to continue to act as an investment holding company and to be sponsor of the pension scheme.


This report was approved by the board and signed on its behalf.



N T Carter
Director

Date: 10 November 2025

Page 2

 
HICKSON INTERNATIONAL 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.

Principal activity

The principal activities, the performance and developments during the year, the future developments, the principal risks and uncertainties and the key performance indicators are discussed in detail in the strategic report. 

Directors

The directors who served during the year were:

N T Carter 
L M Fargas Mas 
J R Wirtz (appointed 8 February 2024)
A W Kelly (resigned 8 February 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments 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 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £24.6m (2023: £0.4m).

No dividends were declared in the year (2023: £nil). The directors do not recommend payment of a final dividend.

Political contributions

The Company made no political donations or incurred any political expenditure during the year (2023: £nil).

Page 3

 
HICKSON INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Qualifying third party indemnity provisions

During the year the Company had in force an indemnity provision in favour of one or more directors of the  Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in  the Companies Act 2006. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Rödl & Partner Limitedwill 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.
 





N T Carter
Director

Date: 10 November 2025

Page 4

 
HICKSON INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HICKSON INTERNATIONAL LIMITED
 

Opinion


We have audited the financial statements of Hickson International Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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.


Conclusions relating to going concern


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.


Page 5

 
HICKSON INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HICKSON INTERNATIONAL LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
HICKSON INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HICKSON INTERNATIONAL LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

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:

Enquiry of management and those charged with governance around actual and potential litigation and
claims;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropiateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Reviewing minutes of meetings of those charges with governance; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

Page 7

 
HICKSON INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HICKSON INTERNATIONAL LIMITED (CONTINUED)


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


Use of our 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 2006Our 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.





Imran Farooq (Senior statutory auditor)
  
for and on behalf of
Rödl & Partner Limited
 
Birmingham, United Kingdom

10 November 2025
Page 8

 
HICKSON INTERNATIONAL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Administrative expenses
  
(759)
(248)

Operating loss
 4 
(759)
(248)

Amounts written off investments
  
(28,607)
-

Interest receivable and similar income
 8 
2,224
4,835

Interest payable and similar expenses
 9 
(5,794)
(3,830)

(Loss)/profit before tax
  
(32,936)
757

Tax on (loss)/profit
 10 
8,317
(1,149)

Loss for the financial year
  
(24,619)
(392)

Other comprehensive income:
  

Items that will not be reclassified to profit or loss:
  

Remeasurements (loss)/gain on defined benefit pension scheme
  
(376)
10,598

Deferred taxation
  
(2,495)
(3,709)

  
(2,871)
6,889

Total comprehensive income for the year
  
(27,490)
6,497

The notes on pages 12 to 28 form part of these financial statements.

Page 9

 
HICKSON INTERNATIONAL LIMITED
REGISTERED NUMBER: 00499821

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Fixed assets
  

Investments
 11 
21,969
50,576

Pension assets
 16 
50,351
48,205

  
72,320
98,781

Current assets
  

Debtors: amounts falling due within one year
 12 
2,561
1,181

Cash at bank and in hand
  
44
47

  
2,605
1,228

Creditors: amounts falling due within one year
 13 
(141,204)
(133,814)

Net current liabilities
  
 
 
(138,599)
 
 
(132,586)

Total assets less current liabilities
  
(66,279)
(33,805)

  

Provisions for liabilities
  

Deferred taxation
 15 
(12,588)
(16,872)

Other provisions
 14 
(77)
(777)

  
 
 
(12,665)
 
 
(17,649)

  

Net liabilities
  
(78,944)
(51,454)


Capital and reserves
  

Called up share capital 
 17 
44,010
44,010

Share premium account
  
25,641
25,641

Capital redemption reserve
  
59,109
59,109

Profit and loss account
  
(207,704)
(180,214)

  
(78,944)
(51,454)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

N T Carter
Director

Date: 10 November 2025

The notes on pages 12 to 28 form part of these financial statements.

Page 10

 
HICKSON INTERNATIONAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 January 2023
44,010
25,641
59,109
(186,711)
(57,951)



Loss for the year
-
-
-
(392)
(392)

Deferred tax on measurement gain on defined benefit pension scheme
-
-
-
(3,709)
(3,709)

Remeasurements gain on defined benefit pension scheme
-
-
-
10,598
10,598



At 1 January 2024
44,010
25,641
59,109
(180,214)
(51,454)



Loss for the year
-
-
-
(24,619)
(24,619)

Remeasurements gain on defined benefit pension scheme
-
-
-
(376)
(376)

Deferred tax on measurement gain on defined benefit pension scheme
-
-
-
(2,495)
(2,495)


At 31 December 2024
44,010
25,641
59,109
(207,704)
(78,944)


The notes on pages 12 to 28 form part of these financial statements.

Page 11

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Hickson International Limited (the ''Company'') is a private company limited by shares, incorporated and  domiciled in England. The registered office address is at Hexagon Tower Crumpsall Vale, Blackley,  Manchester, M9 8GQ.
The Company's principal activity and nature of its operations are disclosed in the strategic report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of IAS 7 Statement of Cash Flows
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Herens Midco S.à.r.l. as at 31 December 2024 and these financial statements may be obtained from 4, rue Albert, Borschette, Luxembourg, L-1246, Luxembourg.

The Company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the Company as an individual entity and not about its group.

Page 12

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Company made a loss for the year of £24,619k (2023: £392k) and at the end of the year had net current liabilities of £138,599k (2023: £132,586k) and net liabilities of £78,944k (2023: £51,454k).
The directors have performed a going concern assessment which indicates that, taking account of  reasonably possible downsides, the Company will have sufficient funds, through funding from its  intermediate parent company, Arxada Ltd, to meet its liabilities as they fall due during the going concern assessment period.
That assessment is dependent on Arxada Ltd not seeking repayment of the amounts currently due to the group, which at 31 December 2024 amounted to £84,074k. Arxada Ltd has indicated its intention to continue to make available such funds as are needed by the Company, and that it does not intend to seek repayment of amounts currently due during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these  financial statements, they have no reason to believe that it will not do so.
Consequently, the directors are confident that the Company will have sufficient funds to continue to  meet its liabilities as they fall due for at least 12 months from the date of approval of the financial  statements and therefore have prepared the financial statements on a going concern basis.

 
2.4

Finance costs

Interest receivable and Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy). Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are capitalised as part of the cost of that asset. Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the entity's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.

Page 13

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP rounded to the nearest £1,000.

Transactions and balances

Transactions in foreign currencies are translated to the company's functional currencies at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historic cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

  
2.6

Employee benefits

Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company's net obligation in respect of defined pension plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets (at bid price) are deducted. The Company determines the net interest on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset).
The discount rate is the yield at the reporting date on bonds that have a credit rating of at least AA that have maturity date approximating the terms of the Company's obligations and that are denominated in the currency in which the benefits are expected to be paid. 
Remeasurements arising from defined benefit plans comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). The  Company recognises them immediately in other comprehensive income and all other expenses related to defined benefit plans in employee benefit expenses in profit or loss.
The calculation of the defined benefit obligations is performed by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognised asset is limited to the present value of benefits available in the form of any future refunds from the plan or reductions in future contributions and takes into account the adverse effect of any minimum funding requirements. 
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short term cash bonus or profit-sharing plans if the company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Page 14

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.7

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income. 
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and  liabilities for financial reporting purposes and the amounts used for taxation purposes. The following  temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of  assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

  
2.8

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other debtors, trade and other creditors and  cash and cash equivalents.
Trade and other debtors
Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other creditors
Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. 
Investments in subsidiaries are carried at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are  repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

Page 15

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.9

Impairment excluding deferred tax assets

An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.
In respect of other assets, impairment losses recognised in prior periods are assessed at each  reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

  
2.10

Provisions

A provision is recognised in the balance sheet when the company has a present legal or constructive  obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

  
2.11

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new  ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 101 requires management to make  judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at  the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. Management have identified the following critical judgement or estimate in applying the Company's accounting policies:
(i) Defined benefit pension plans (note 16)
The pension cost and the defined benefit pension obligation of the Company's defined benefit pension  plans are based on a number of selected assumptions; these include the discount rate, inflation rate, salary growth and longevity. Differences arising from actual experience or future changes in assumptions will be reflected in future periods. The effect of changing these assumptions is described in note 16.


4.


Operating loss

The operating loss is stated after charging:

2024
2023
£000
£000

Environmental provision crediting to profit and loss
(700)
(1,006)

Expenses related to defined benefit plans
79
27

Page 16

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£000
£000

Fees payable to the Company's auditor for the audit of the Company's financial statements
19
19


The Company has entered into a limitation agreement with its auditors which was approved on 8th January 2025. The principal terms of the agreement are fair and reasonable. 





6.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£000
£000

Wages and salaries
-
24

Social security costs
2
1

2
25


The Company has no employees other than the directors. Details of their remuneration is given in note 7.


7.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
-
24

-
24


During the year retirement benefits were accruing to 1 director (2023: 2) in respect of defined benefit pension schemes. 
The sponsor of the defined benefit pension scheme, which the 1 director is a member of, is another fellow group company. The defined benefit scheme is closed to further accruals.
The directors working within this company also work in other companies within the group and are  remunerated by other fellow group companies. The amount disclosed is based on an allocation of cost determined based on services rendered by the directors in respect of this company.

Page 17

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Interest receivable

2024
2023
£000
£000


Interest income on pension asset
2,224
1,668

Exchange gain on retranslation of preference shares
-
3,167

2,224
4,835


9.


Interest payable and similar expenses

2024
2023
£000
£000


Exchange loss on retranslation of preference shares
786
-

Loans from group undertakings
5,008
3,830

5,794
3,830


10.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
(1,538)
(510)


(1,538)
(510)


Total current tax
(1,538)
(510)

Deferred tax


Origination and reversal of timing differences
(6,779)
1,115

Changes to tax rates
-
544

Total deferred tax
(6,779)
1,659


Tax on (loss)/profit
(8,317)
1,149
Page 18

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£000
£000


(Loss)/profit on ordinary activities before tax
(32,936)
757


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(8,234)
178

Effects of:


Income not taxable
-
(982)

Expenses not deductible
7,173
-

Impact of changes in tax rate
-
544

Losses not recognised
-
680

Transfer pricing adjustments
94
729

Adjustments to tax charge in respect of prior periods
(24)
-

Remeasurement of deferred tax for changes in tax rates
(7,409)
-

Movement in deferred tax not recognised
83
-

Total tax charge for the year
(8,317)
1,149


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Fixed asset investments





Shares in group undertakings
Loans to group undertakings
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
159,014
21,969
180,983



At 31 December 2024

159,014
21,969
180,983



Impairment


At 1 January 2024
130,407
-
130,407


Charge for the period
28,607
-
28,607



At 31 December 2024

159,014
-
159,014



Net book value



At 31 December 2024
-
21,969
21,969



At 31 December 2023
28,607
21,969
50,576


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Hickson Limited
United Kingdom
Timber protection chemicals
Ordinary
100%
Hickson Pension Trustees Limited
United Kingdom
Dormant
Ordinary
100%
Arch Biocides Trustee Limited
United Kingdom
Dormant
Ordinary
100%
Hickson Chemical Supplies Limited
United Kingdom
Dormant
Ordinary
100%
Hickson Timber Products Limited
United Kingdom
Dormant
Ordinary
100%
Arch Timber Protection Limited
United Kingdom
Dormant
Ordinary
100%

Page 20

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect holdings

ole0c6f.png



Associated undertakings

ole0159.png


Except where stated these undertakings are wholly owned and operate in the country of incorporation or registration as shown.
The Company did not trade with any associated undertaking during the year or prior year.
At the year end no amounts were outstanding between the Company and any associated undertaking (2023: £Nil).
Page 21

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


12.


Debtors

2024
2023
£000
£000


Amounts owed by group undertakings
26
362

Other debtors
487
309

Group relief debtors
2,048
510

2,561
1,181


Amounts owed by parent undertakings and fellow group undertakings are unsecured, interest free and  repayable one demand.

Page 22

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Amounts owed to parent undertakings
67,703
61,298

Amounts owed to group undertakings
16,371
16,298

Other creditors
580
455

Share premium treated as debt
56,550
55,763

141,204
133,814


Amounts owed to group undertakings and other group undertakings are unsecured and payable on demand.
The preference shares comprise 70,964,302 of preference shares of $1 per value each, of which  £56,550,000 (2023: £55,763,000) represents the total preference issued share capital.
The holders of at least 75% of the nominal value of the redeemable preferred ordinary shares shall have the right at any time to require the redemption, at par, of some or all of the redeemable preferred ordinary shares in issue upon giving the Company not less than 28 days prior written notice. 
Any sums distributed by the Company by way of dividend shall be distributed to the holders of the ordinary shares and the redeemable preferred ordinary shares then in issue in proportion to the number of such shares held by them as if they constituted one class of shares.
On a return or distribution of capital on a liquidation, capital reduction or otherwise (other than a  redemption or purchase by the company of shares) the surplus assets of the Company remaining after  the payment of its liabilities shall be applied in the following order of priority: 
• first, in paying to the holders of the redeemable preferred ordinary shares, the amounts paid up or credited as paid up on the redeemable preferred ordinary shared held by them respectively;
• secondly, in paying to the holders of the ordinary shares the amounts paid up or credited as paid up on the ordinary shares held by them respectively; and
• lastly, in distributing the balance amongst the holders of the ordinary shares and the redeemable preferred ordinary shares then in issue in proportion to the number of such shares held by them as if they constituted one class of shares.
On a show of hands every holder of ordinary shares and every holder of redeemable preferred ordinary shares who is present in person or by proxy or (being a corporation) by a duly appointed representative  shall have one vote (provided that he is present in more than one capacity he shall not have more than one vote on a show of hands), and on a poll every member shall have one vote for every share of which he is the holder. 

Page 23

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Provisions




Environmental provision

£000





At 1 January 2024
777


Charged to profit or loss
(700)



At 31 December 2024
77

£77,000 (2023: £777,000) relates to remediation of one of the Company's sites, which is being completed as advised by the Environment Agency.


15.


Deferred taxation




2024


£000






At beginning of year
16,872


Charged to profit or loss
(6,779)


Charged to other comprehensive income
2,495



At end of year
12,588

The provision for deferred taxation is made up as follows:

2024
2023
£000
£000


Differences related to pension assets
12,588
16,872

12,588
16,872

Page 24

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Pension commitments

The Company operates a Defined benefit pension scheme.

The Company operates one final salary defined scheme in the UK. A full actuarial valuation was carried out as at 31 March 2023, the results of this valuation have been updated to 31 December 2024 by a qualified independent actuary. The scheme has been closed to new entrants.
Funding
The UK group expects to pay £nil in contributions to its defined benefit plans in 2025. The weighted average duration of the defined benefit obligation at the end of the reporting period is around 10 years. The Company's employees are members of a defined pension plan which includes other group companies. As there is no contractual agreement or stated group policy for charging the net defined benefit cost of the plant to participating entities, the net defined benefit cost of the pension plan is recognised fully by the largest sponsoring employer, i.e., this Company.
Information about the risks of the Plan to the Employer
The ultimate cost of the Plan to the Employer will depend upon actual future events rather than the assumptions made. Many of the assumptions made are unlikely to be borne out in practice and as such the cost of the Plan may be higher (or lower) than disclosed. In general, the risk to the Employer is that the assumptions underlying the disclosures, or the calculation of contribution requirements are not borne out in practice and the cost to the Employer is higher than expected. This could result in higher contributions required from the Employer and a higher deficit/lower surplus disclosed.
More specifically, the assumptions not being borne out in practice could include:
 
i.The return on the Plan's assets being lower than assumed, resulting in an unaffordable increase in the required Employer contribution rate;
ii.Falls in asset values (particularly equities) not being matched by similar falls in the value of 
liabilities;
iii.Unanticipated future changes in mortality patterns leading to an increase in the Plan's liabilities. Future mortality rates cannot be predicted with certainty. This is especially so bearing in mind that the youngest Plan members could be expected to still be alive in 60 years or more and it is not possible to reliably predict what medical advances may or may not have occurred by this time; and
iv.The potential exercise (by members or others) of options against the Plan, for example taking 
early retirement or exchanging a portion of pension for a cash lump sum.

At 31 December 2024 the scheme held 0% of its investments in "growth seeking" assets such as 
equity. The remainder was held in "matching" assets such as government and corporate bonds. 

Page 25

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
16.Pension commitments (continued)



Reconciliation of present value of plan liabilities:


2024
2023
£000
£000

Reconciliation of present value of plan liabilities


At the beginning of the year
236,845
247,408

Administration cost
-
27

Interest on defined benefit obligation
10,557
11,646

Actuarial gains
(21,608)
(7,434)

Benefits paid (including expenses)
(14,864)
(14,802)

At the end of the year
210,930
236,845



Reconciliation of present value of plan assets:


2024
2023
£000
£000


At the beginning of the year
285,050
280,276

Interest income on Plan assets
12,781
13,314

Return on Plan assets excluding interest income
(21,984)
3,164

Contribution by employer
377
3,098

Benefits paid (excluding expenses)
(14,864)
(14,802)

Administration cost
(79)
-

At the end of the year
261,281
285,050


Composition of plan assets:


2024
2023
£000
£000


Equities
-
33,834

Corporate/Government Bonds
252,375
205,229

Cash
8,906
9,563

Other
-
36,424

Total plan assets
261,281
285,050

Page 26

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
16.Pension commitments (continued)

2024
2023
£000
£000


Fair value of plan assets
261,281
285,050

Present value of plan liabilities
(210,930)
(236,845)

Net pension scheme liability
50,351
48,205

ole5e23.png


The amounts recognised in profit or loss are as follows:

2024
2023
£000
£000


Interest income on scheme assets
12,781
13,314

Return on Plan assets excluding interest income
(21,984)
3,164

Total return on plan assets
(9,203)
16,478


Components of defined benefit costs in other comprehensive income:

2024
2023
£000
£000


Actuarial gains on defined benefit obligation
(21,608)
(7,434)

Return on Plan assets excluding interest income
21,984
(3,164)

Defined benefit charge/(credit) in other comprehensive income
376
(10,598)

There was no investment held by the Plan in the Company or any assets used by the Company. The Company made no contributions to the plan in 2024.


The Company expects to contribute £NIL to its Defined benefit pension scheme in 2025.




Page 27

 
HICKSON INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
16.Pension commitments (continued)


Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024
2023
%
%
Discount rate


5.40

4.60
 
Future salary increases


0

0
 
Future pension increases


2.00

1.95
 
Mortality rates



 
- for a male aged 65 now


20.70

20.90
 
- for a female aged 65 now


22.70

22.90
 






17.


Share capital

2024
2023
£000
£000
Shares classified as equity

Allotted, called up and fully paid



176,039,590 (2023 - 176,039,590) Ordinary shares of £0.25 each
44,010
44,010



18.


Controlling party

The company`s immediate parent undertaking is Arch Chemicals UK Holdings Limited which is registered in United Kingdom. Copies of its financial statements are available from Hexagon Tower Crumpsall Vale, Blackley, Manchester, M9 8GQ.
The smallest and largest group to consolidate the company's financial statements is Herens Midco S.à.r.l.. Copies of Herens Midco S.à.r.l.'s consolidated financial statements can be obtained from 4, rue Albert Borschette, Luxembourg, L-1246, Luxembourg.
At the reporting date, the ultimate parent undertakings are Bain Capital Private Equity LP and Cinven Capital Management Limited, which are both incorporated in Luxembourg and have their principal office in Luxembourg.

Page 28