The directors present the strategic report for the year ended 31 December 2024. The comparative financial statements included herein reflect the year ended 31 December 2023.

Armour Bidco is a global security software company that develops and sells a comprehensive endpoint security solution that combines the technologies of privilege management, and application control which collectively enable enterprises to defend against unknown advanced threats. The Company’s ultimate parent is a U.S. based firm doing business as BeyondTrust Corporation. With over 1,500 employees world-wide and headquartered in Atlanta, Georgia, BeyondTrust is a leader in the intelligent identity and access security space.

The Group’s product offerings continue to be in high demand as customers continue to prioritize security software as unauthorized breaches have reached all-time highs. The Group remains focused on driving sales and controlling overhead and remains sensitive to increasing labor costs, which represents the majority of the Company's total operating costs. The BeyondTrust Group has continued to innovate and develop new products as part of a concerted effort to move into Cloud-based solutions and Software-as-a-service (“Saas”) offerings as evidenced by the Group's Identify Security Insights product.

The net asset position of the Group is £4.3m (2023: £19.7m).

Principle risks and uncertainties facing the Company include high interest rates, and inflation worldwide, uncertain economic conditions and a rapidly evolving and highly competitive environment. In response to these risks, the BeyondTrust Group has continued to focus on containing costs, driving sales, and customer and employee satisfaction. In addition, the BeyondTrust Group has continued to release new Cloud-based and Saas offerings as well as putting a focus on customer net promotor score (“NPS”) and employee net promotor score (“eNPS”) measures, for which the Group consistently ranks among the best in the industry.

The principal key performance indicator for the Group is revenue, which is noted in these financial statements as £49.5 million for the year ended 31 December 2024 (2023: £48.8m). The directors are satisfied with the performance in this area.

The group continues to be integrated into the BeyondTrust consolidated group.

As part of our compliance with Section 172 of the Companies Act 2006, Armour Bidco Limited is dedicated to promoting the success of the Group for the benefit of its members as a whole, with due consideration for the impact of our operations on our employees, customers, suppliers, and the wider community. Decisions are made in the long-term interest of the Group and all stakeholders.

Armour Bidco is built upon a foundation of strong corporate values and business practices. Our core values include teamwork, integrity, humility, passion, accountability, and results, and are an important resource for employees in support of day-to-day decision-making. Our core values guide us on how we treat others, how we conduct ourselves, and how we work together.

• We are one team: We are all personally committed to the success and well-being of the collective team above any individual success. We recognise that the strength of our team is due to the unique perspectives, experiences, and cultural backgrounds of our teammates.

• We act with integrity: We take our commitments seriously and do the right thing even when it’s not easy. We are honest, open, ethical, and fair. We listen to and seek to understand others, and we always assume positive intent.

• We are humble: We understand that there is much to learn from others, as well as from our successes and failures. We are open to personal change and continuous improvement. We seek and provide coaching and honest feedback, and we never underestimate our competition.

• We are passionate about our business, our customers & our products: We create a positive, energising, optimistic, and fun environment focused on finding new and innovative ways to benefit and delight our customers.

• We are all accountable: We take personal responsibility for finding solutions and achieving results, we deliver on our promises and commitments, and we actively engage in discussions and commit to decisions once they are made.

• We love success: We work as a team to achieve results, and we celebrate our wins together. We have a can-do attitude and a drive to get the job done. We are able to make tough calls in order to realise success, and we never take our success for granted or become complacent.

Armour Bidco is an equal employment opportunity employer and is committed to the principles of equal employment opportunity, inclusion, and respect. All employment-related decisions are based on company needs, job requirements, and individual qualifications. We do not tolerate discrimination against anyone, including but not limited to team members, customers, business partners, or other stakeholders on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or any other status protected by applicable law.

The Group is committed to hiring and nurturing diverse talent, as well as providing opportunities for career growth and leadership to all of our employees. We strongly believe in creating an exceptional employee experience where all employees feel connected to the success of the Group, have a sense of belonging at work, and are supported in their personal and professional goals. Our employees are compensated in ways that reward contribution, encourage growth, and align pay to the market for their role as set out in our UK Gender Pay Gap Report.

Armour Bidco is committed to complying with all applicable laws providing equal employment opportunities. This commitment applies to all persons involved in the operations of Armour Bidco and prohibits unlawful discrimination by any employee, including managers and co-workers.

To ensure equal employment opportunities for qualified individuals with a disability, Armour Bidco will, subject to applicable law, provide reasonable adjustments.

We are committed to upholding ethical conduct, social responsibility, transparency and accountability, and sound risk management in the context of supplier engagement and selection. We strive to seek partners who will add value to business operations and contribute and support the strong and scalable future of Armour Bidco.

All suppliers must comply with all applicable laws including the Foreign Corrupt Practices Act (“FCPA”), and the Group’s Vendor Code of Conduct and internal risk and security requirements. Suppliers undergo a due diligence assessment and security review prior to selection and onboarding.

The Group reviews its supply chain on an annual basis to combat modern slavery and human trafficking. The Company’s Modern Anti-Slavery Statement sets out the steps that it has taken and is continuing to take to ensure that modern slavery or human trafficking is not taking place within our business or supply chain. The Company continues to assess its supply chain in this regard.

When selecting suppliers, we strive for open competition for the best quality, price, terms, and risk avoidance, by adhering to the following framework:

• Procurement processes and engagement should be fair, unbiased, and aim to a wide and diverse pool of potential partners.

• Compliance with applicable laws and regulations is required.

• Armour Bidco procurement should be consistent with socially responsible, diverse, and ethical business operations and practices.

• Supplier selection should be based on transparent and objective criteria, free from any personal interests, biases or other problematic or political influences.

• All contractual agreements and documentation and relevant records should be complete and accurate and maintained.

• Any contract review shall be performed in accordance with the Armour Bidco internal policies and procedures.

Serving customers is a core component of our business. Satisfying customers’ business needs is the best way to ensure business success. We work with customers to understand and anticipate their needs, and we identify and remove obstacles that customers may see in doing business with Armour Bidco. We respond promptly and courteously to customer inquiries and requests, and we accurately represent Armour Bidco products and services in our marketing, advertising, and sales efforts.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company is that of an intermediate holding company. The principal activity of the group is that of the provision of endpoint security software solutions to global enterprises.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

BeyondTrust (of which the company and group is a member) is an equal employment opportunity employer and is committed to the principles of equal employment opportunity, inclusion, and respect. All employment-related decisions are based on company needs, job requirements, and individual qualifications. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. To ensure equal employment opportunities for qualified individuals with a disability,  BeyondTrust advertises its vacancies to a diverse labour market and job applicants are not asked about health or disability before a job offer is made. In the event of members of staff becoming disabled, the Group encourages them to disclose their condition so that appropriate support may be offered. Every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss with employees, through monthly all-hands meetings, matters likely to affect employees' interests. Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance. The Group currently offers a co-invest program whereby Employees are given the opportunity to purchase interests in the Group as a means of further encouraging the involvement of employees in the Group's performance.

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Armour Bidco is committed to reporting in accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements as per the Companies (Director's Report) and Limited Liability Partnerships (Energy & Carbon Report) Regulations 2018.

For the purposes of SECR, Armour Bidco is deemed to be a large unquoted company. The information below covers both Armour Bidco Limited and Avecto Limited with the other subsidiaries within the Group excluded due to their size.

The report includes all UK-based offices which were operational during the reporting period. Greenhouse gas emissions below are estimates calculated according to the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard.

Accurate records were not maintained for all sites throughout the reporting period. As a result, usage data from certain sites have been used to extrapolate emissions across other sites. Furthermore, sufficient data was not collated to be able to calculate fuel usage data; however, fuel usage is expected to be minimal, and the Company accordingly does not have plans to put systems in place to monitor this on a go forward basis.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full-time employee.

The Group is committed to reducing our impact on climate change and to employ energy efficiencies where possible; however, there are no specific actions currently in place to increase or implement these efficiencies.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Armour Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the period 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's and parent 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.

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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the Directors' Responsibilities Statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement 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 purposes of expressing an opinion on 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 group's or the parent 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 group or the parent 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 group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

Ÿ

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £8,455,692 (2023 - £8,262,907 loss).

Armour Bidco Limited is a private limited company domiciled and incorporated in England and Wales. The registered office is Building One, Trident Business Park, Styal Road, Manchester, M22 5XB.

The group consists of Armour Bidco Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Armour Bidco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the balance sheet date, the group generated a loss before tax for the period of £12.1m, after taking into account amortisation of goodwill of £12.3m, and had net assets at that date of £4.3m.

Wrigley Holdings L.P. has confirmed that it will provide financial support to the group as and when needed to meet its financial liabilities for a period of at least 12 months from the date of approval of these financial statements. As a result, the directors believe that the group will be able to continue in business and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Software licence sales are recognised upon delivery of the software licence key.

Software support is invoiced annually in advance and taken to revenue over the period in which the services are supplied. The upfront payments are included in creditors as deferred revenue.

Consultancy work is invoiced and recognised as income as the work is performed.

Where the group enters into contracts involving a combination of one or more of the above activities, revenue is recognised for each component separately in accordance with the relevant policy above. Revenue is allocated to each separable element of the contract in proportion to the relative fair values of each element.

Intra-group revenue is recognised at the fair value of the consideration received or receivable on an accruals basis for services provided.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The group profit and loss account and statement of cash flows include the results and cash flows of Avecto Limited, Bomgar UK Limited, Bomgar France Sarl, Bomgar Germany GmbH and BT Software Limited for the year ended 31 December 2023.

Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purpose of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

'Above the line' Research and Development Expenditure tax credits are shown in other operating income.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Share based compensation is estimated based on the fair value of equity based payment awards on the date of grant using an option pricing model that considers valuation methodologies including discounted cash flow analysis, and comparable acquisitions analysis. The value of the award is recognised as an expense on a straight-line basis over the requisite service periods. Expense for the portion of the awards that include performance conditions is estimated and adjusted upon the assessment of the profitability that the performance condition will be met.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The annual depreciation and amortisation charges in respect of tangible and intangible assets are based on the directors' best estimate of useful economic useful lives and residual values of each asset class. The useful economic lives and residual assets of each asset class are reassessed annually. Annual impairment reviews are performed on each class of asset to ensure that the carrying values are appropriate as described in Notes 1.7, 1.8 and 1.9.

Provisions for deferred tax assets and liabilities are made where the timing differences between the recognition of accounting and taxable profits can be assessed with reasonable certainty. Variances are provided for in full where the recognition criteria of FRS 102 section 29 are met.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

Interest income includes the following:

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

The loans from group undertakings are loan notes issued to the company's parent undertaking. These loan notes are unsecured and attract interest at Three Month SOFR plus 4% per annum. The loan notes are repayable at the earlier of 28 May 2031 or such date as agreed by the company and the noteholder.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company entered into management equity incentive plan agreements for profit interests in the ultimate parent undertaking, Wrigley Holdings L.P. with certain staff during the year. These interests were subject to certain time (50%) and performance (50%) related conditions and vest over three to four years. There is zero cost to the employee. The incentives are subject to the employees' continuous employment.

The group's Option-Pricing Method derived a value of $9.20 per unit for issues in the year. During the year, 27,850 units were granted, 0 units were forfeited, and 27,841 units vested leaving 56,578 units outstanding at the balance sheet date. £214,654 was charged to the Profit and Loss Account in the year in respect of these units.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has entered into a guarantee in favour of Alter Domus (US) LLC in respect of borrowing by the group headed by Wrigley Holdings LP. The guarantee is a debenture in the form of a fixed and floating charge over the company's assets. At 31 December 2024, the relevant group borrowings due to Alter Domus (US) LLC was US$931m (2023: US$880m).