REGISTERED NUMBER: 15731118 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 20 MAY 2024 TO 31 DECEMBER 2024

FOR

ABION HOLDING LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account and Retained Earnings

9

Balance Sheet

10

Notes to the Financial Statements

11

DIRECTORS:

J Knudsen

R P O Berhof

REGISTERED OFFICE:

33 Gutter Lane

London

EC2V 8AS

REGISTERED NUMBER:

15731118 (England and Wales)

SENIOR STATUTORY AUDITOR:

Glenn Armon-Jones

AUDITORS:

Barrow LLP

Jackson House

Station Road

Chingford

London

E4 7BU

Abion Holding Ltd is a private holding company. Through its subsidiaries, the group provides platform-based intellectual property and brand protection services, including domain management, trademark support, web security and related legal services.

BUSINESS REVIEW AND STRATEGY

The group's strategy is to build and scale a full-service, technology-enabled IP and brand protection platform. This is pursued through organic growth, the expansion of cross-sell opportunities across its corporate and SME client base, and selective acquisitions. Strategic investment and partnership with Bridgepoint supports the group's expansion across Europe.

PRINCIPAL RISKS AND UNCERTAINTIES

The group is exposed to risks arising from regulatory and compliance changes affecting IP and domain services, cyber-security threats, and integration risks associated with acquisitions. The Board actively monitors and manages these risks through established governance frameworks and operational controls.

There are a number of risks and uncertainties that could have a material impact on the group's future performance.

Financial risks and their management

As part of its ordinary activities, the group is exposed to a number of financial risks including liquidity risk and credit risk. The group proactively monitors these risks to ensure that they are managed appropriately.

Liquidity risk

Liquidity risk relates to the group's ability to meet the cash flow requirements of its operations. Liquidity is managed through regular review of working capital requirements and close dialogue with funding partners.

Credit risk

Credit risk principally relates to trade receivables from clients. Clients are continuously monitored to ensure that the credit lines offered are appropriate.

Commercial relationships

The group's business activity is centred on a core base of close commercial relationships. Any risk to the loss of these contracts is managed through regular reviews and contact with their relationship manager to ensure that the group responds to their needs and delivers the service levels that they expect.

Regulatory compliance

Failing to comply with regulatory requirements could result in the group having to suspend or permanently cease activities. The group has an in house compliance function, led by a regulatory specialist Director of Compliance, to ensure that the business operates in a compliant manner and keeps up to date with the regulatory changes occurring within the industry.

Personnel

Personnel risk focuses on the ability of the group to attract and retain skilled individuals to deliver its growth plans. The group employment policies, remuneration and benefits packages are regularly reviewed to ensure that they remain competitive with other companies. The group also monitors employees to identify high performing individuals and ensure that they are developed and progressed within the group.

IT systems

The ability to increase the scale of the technology infrastructure at pace whilst retaining a secure and compliant environment is paramount to delivering the group's growth strategy. The business manages this risk through continuous improvement methodology and continues to invest in developing the core systems to ensure that they remain current and compliant.

FUTURE DEVELOPMENTS AND OUTLOOK

The directors believe the outlook for the group remains positive. Market demand for brand protection services continues to grow, and the group is well placed to capitalise on its platform capabilities, international presence, and future acquisition pipeline.

KEY PERFORMANCE INDICATORS

The directors are of the opinion that the main key performance indicators used within the business are portfolio analysis, customer satisfaction, billable hours, recovery percentage and margins, together with the administrative and operational performance at each contract level.

ON BEHALF OF THE BOARD:

R P O Berhof - Director

31 December 2025

The directors present their report with the financial statements of the company for the period 20 May 2024 to 31 December 2024.

INCORPORATION

The company was incorporated on 20 May 2024 .

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of holding company of Abion UK Limited.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2024.

DIRECTORS

The directors during the period under review were:

M Bonde

- appointed 20.5.24

M Jonsson

- appointed 20.5.24

The directors holding office at 31 December 2024 did not hold any beneficial interest in the issued share capital of the company at date of appointment or 31 December 2024.

J Knudsen and R P O Berhof were appointed as directors after 31 December 2024 but prior to the date of this report.

M Bonde and M Jonsson ceased to be directors after 31 December 2024 but prior to the date of this report.

DIRECTORS' INDEMNITY

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The company also maintained Directors' and Officers' liability insurance during the year in respect of itself and its directors.

DISCLOSURE IN THE STRATEGIC REPORT

In accordance with section 414C(11) of Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 the Strategic Report preceding the Directors’ Report includes information that would have formerly been included in the financial risk management objectives and policies and future developments sections of the Directors’ Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Barrow LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R P O Berhof - Director

31 December 2025

Opinion

We have audited the financial statements of Abion Holding Ltd (the 'company') for the period ended 31 December 2024 which comprise the Profit and Loss Account and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was 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. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the Members that presented a risk of material misstatement due to fraud.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006, the accounting standards, the Financial Conduct Authority's and tax regulations.

We focused on laws and regulations that could give rise to material misstatement in the financial statements. Our tests included, but were not limited to:

- Agreement of the financial statement disclosures to underlying supporting documentation;

- Enquiries of management, the company directors, and those responsible for legal and compliance procedures.; and

- Review of the minutes of board meetings throughout the period.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Glenn Armon-Jones (Senior Statutory Auditor)

for and on behalf of Barrow LLP

Jackson House

Station Road

Chingford

London

E4 7BU

31 December 2025

TURNOVER

-

Administrative expenses

(11,922

)

OPERATING LOSS

6

(11,922

)

Interest receivable and similar income

40,019

28,097

Interest payable and similar expenses

7

(674,398

)

LOSS BEFORE TAXATION

(646,301

)

Tax on loss

8

-

LOSS FOR THE FINANCIAL PERIOD

(646,301

)

RETAINED EARNINGS AT END OF PERIOD

(646,301

)

FIXED ASSETS

Investments

9

24,903,763

CURRENT ASSETS

Debtors

10

3,399,831

CREDITORS

Amounts falling due within one year

11

(14,291,901

)

NET CURRENT LIABILITIES

(10,892,070

)

TOTAL ASSETS LESS CURRENT LIABILITIES

14,011,693

CAPITAL AND RESERVES

Called up share capital

12

146,581

Share premium

13

14,511,413

Retained earnings

13

(646,301

)

SHAREHOLDERS' FUNDS

14,011,693

The financial statements were approved by the Board of Directors and authorised for issue on 31 December 2025 and were signed on its behalf by:

R P O Berhof - Director

1.	STATUTORY INFORMATION

Abion Holding Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

Preparation of consolidated financial statements

The financial statements contain information about Abion Holding Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Abion AB, Kungsgatan 42 Goteborg Sweden SE 41115.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investments in subsidiaries are carried at cost less any accumulated impairment. This excludes investments which are held for sale and are consequently accounted for in accordance with FRS102 Non-current Assets Held for Sale and Discontinued Operations.

The cost of an investment in a subsidiary is the aggregate of:

- the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the group, plus

- any costs directly attributable to the purchase of the subsidiary.

And adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instruments.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes, in effect, a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Other financial instruments are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

When financial statements are prepared, management makes a number of assessments, calculations and assumptions about the accounting and valuation of assets, liabilities, income and expenses. The Company has no significant judgments made by management when applying the accounting and measurement policies that have the most significant impact on the financial statements of the Company.

5.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

The directors earned no remuneration in the period.

During the year retirement benefits were accruing to no directors in respect of defined contribution pension schemes.

£

Directors' remuneration

-

6.	OPERATING LOSS

The operating loss is stated after charging:

£

Auditors' remuneration

12,000

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Interest payable

674,398

8.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

24,903,763

At 31 December 2024

24,903,763

NET BOOK VALUE

At 31 December 2024

24,903,763

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

3,399,831

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

14,279,900

Other creditors

1

Accrued expenses

12,000

14,291,901

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

30,000

Ordinary A

£1

146,581

30,000 Ordinary A shares of £1 each were allotted and fully paid for cash at par during the period.

Ordinary shares entitles the holder to participate in dividends and the proceeds of the winding up of the Company in proportion to the number of and amounts paid on the shares held. The Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

The shares have full voting, dividend and capital distribution rights. The shares do not confer any rights to redemption.

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 20 May 2024

-

14,511,413

14,511,413

Deficit for the period

(646,301

)

(646,301

)

At 31 December 2024

(646,301

)

14,511,413

13,865,112

14.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

15.	ULTIMATE CONTROLLING PARTY

The Company's ultimate parent Company is Top Armbel Holding AB.

The immediate parent undertaking is Abion AB, a Company incorporated in England. The registered office of Abion AB is Kungsgatan 42 Goteborg Sweden SE 41115.

Consolidated group accounts are prepared within Top Armbel Holding AB, a Company registered in Sweden.

Top Armbel Holding AB is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at 31 December 2024. The consolidated financial statements of Top Armbel Holding AB are available from:

Top Armbel Holding AB

c/o Bridgepoint

Mäster Samuelsgatan 1

111 44 Stockholm

Sweden

16.

CHARGES

The Company has a charge held with Skandinaviska Enskilda Banken Ab which holds a fixed charge over the investments and material intra-group loans and a floating charge over the undertaking and all assets of the Company. Since the year end the charges remain outstanding.