Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31 2024-12-31 false false false 18 2024-01-01 21 13263829 2024-01-01 2024-12-31 13263829 2023-01-01 2023-12-31 13263829 2024-12-31 13263829 2023-12-31 13263829 2023-01-01 13263829 1 2024-01-01 2024-12-31 13263829 d:CompanySecretary1 2024-01-01 2024-12-31 13263829 d:Director1 2024-01-01 2024-12-31 13263829 d:Director3 2024-01-01 2024-12-31 13263829 d:Director4 2024-01-01 2024-12-31 13263829 d:Director4 2024-12-31 13263829 d:RegisteredOffice 2024-01-01 2024-12-31 13263829 c:CurrentFinancialInstruments 2024-12-31 13263829 c:CurrentFinancialInstruments 2023-12-31 13263829 c:Non-currentFinancialInstruments 2024-12-31 13263829 c:Non-currentFinancialInstruments 2023-12-31 13263829 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 13263829 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 13263829 c:Non-currentFinancialInstruments c:AfterOneYear 2024-12-31 13263829 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 13263829 c:ReportableOperatingSegment1 2024-01-01 2024-12-31 13263829 c:ReportableOperatingSegment1 2023-01-01 2023-12-31 13263829 e:RestEuropeOutsideUK 2024-01-01 2024-12-31 13263829 e:RestEuropeOutsideUK 2023-01-01 2023-12-31 13263829 c:UKTax 2024-01-01 2024-12-31 13263829 c:UKTax 2023-01-01 2023-12-31 13263829 c:ShareCapital 2024-12-31 13263829 c:ShareCapital 2023-12-31 13263829 c:ShareCapital 2023-01-01 13263829 c:SharePremium 2024-01-01 2024-12-31 13263829 c:SharePremium 2024-12-31 13263829 c:SharePremium 2023-12-31 13263829 c:SharePremium 2023-01-01 13263829 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13263829 c:RetainedEarningsAccumulatedLosses 2024-12-31 13263829 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13263829 c:RetainedEarningsAccumulatedLosses 2023-12-31 13263829 c:RetainedEarningsAccumulatedLosses 2023-01-01 13263829 d:OrdinaryShareClass1 2024-01-01 2024-12-31 13263829 d:OrdinaryShareClass1 2024-12-31 13263829 d:OrdinaryShareClass1 2023-12-31 13263829 d:FRS101 2024-01-01 2024-12-31 13263829 d:Audited 2024-01-01 2024-12-31 13263829 d:FullAccounts 2024-01-01 2024-12-31 13263829 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13263829 c:Subsidiary1 2024-01-01 2024-12-31 13263829 c:Subsidiary1 1 2024-01-01 2024-12-31 13263829 c:Subsidiary2 2024-01-01 2024-12-31 13263829 c:Subsidiary2 1 2024-01-01 2024-12-31 13263829 c:Subsidiary3 2024-01-01 2024-12-31 13263829 c:Subsidiary3 1 2024-01-01 2024-12-31 13263829 c:Subsidiary4 2024-01-01 2024-12-31 13263829 c:Subsidiary4 1 2024-01-01 2024-12-31 13263829 c:Subsidiary5 2024-01-01 2024-12-31 13263829 c:Subsidiary5 1 2024-01-01 2024-12-31 13263829 c:Subsidiary6 2024-01-01 2024-12-31 13263829 c:Subsidiary6 1 2024-01-01 2024-12-31 13263829 c:Subsidiary7 2024-01-01 2024-12-31 13263829 c:Subsidiary7 1 2024-01-01 2024-12-31 13263829 c:Subsidiary8 2024-01-01 2024-12-31 13263829 c:Subsidiary8 1 2024-01-01 2024-12-31 13263829 f:USDollar 2024-01-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 13263829 HERENS UK BIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
HERENS UK BIDCO LIMITED COMPANY INFORMATION
Directors | N T Carter
| L M Fargas Mas
| J R Wirtz
Company secretary | Vistra Cosec Limited
Registered number | 13263829
Registered office | Suite 1
| 7th Floor
| 50 Broadway
| London
| SW1H 0BL
Independent auditor | Rödl & Partner Limited
| 170 Edmund Street
| Birmingham
| B3 2HB
HERENS UK BIDCO LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Directors' Responsibilities Statement | 4
Independent Auditor's Report | 5 - 8
Profit and Loss Account | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 26
HERENS UK BIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Business objectives and strategy
The company's principal activities are as an investment holding company and the provision of management services.
Development and performance during the year
During the year the company recruited a number of employees who provide services to the group.
The principal risks and uncertainties facing the business
In its activity as an investment holding company, the principal risks for Herens UK Bidco Limited are a fall in the value of its investments and the recoverability of intercompany debt. These risks are reviewed via regular review of performance.
Going concern
The directors’ assessment of the company’s going concern status is set out in note 2.2 to the financial statements.
Key performance indicators
The sole key performance indicator used to monitor the performance of the company is the value of investments.
Future developments
The directors expect the company to act as an investment holding company and provide management services.
Streamlined Energy and Carbon Reporting
The directors have considered the new Streamlined Energy and Carbon Reporting requirements and have concluded that the company has nothing to report. This is because the company has no open offices, does not have any vehicles or any other equipment or machinery that emit greenhouse gases and has no other employees besides directors whose services to the company are insignificant in relation to the group as a whole. This report was approved by the board and signed on its behalf.
N T Carter Director
Date: 27 February 2026
Page 1
HERENS UK BIDCO 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.
Results and dividends
The loss for the year, after taxation, amounted to $24,247,313 (2023 - loss $8,805,837). No dividends were declared in the year (2023: $nil). The directors do not recommend payment of a final dividend.
Political contributions
The company have made no political donations or incurred any political expenditure during the year.
Directors
The directors who served during the year were:
N T Carter
L M Fargas Mas
J R Wirtz (appointed 10 June 2024) A W Kelly (resigned 10 June 2024)
Qualifying 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 Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 2
HERENS UK BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 This report was approved by the board and signed on its behalf.
N T Carter Director
Date: 27 February 2026
Page 3
HERENS UK BIDCO LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
HERENS UK BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERENS UK BIDCO LIMITED
Opinion
We have audited the financial statements of Herens UK Bidco Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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
HERENS UK BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERENS UK BIDCO 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 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.
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 4, 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
HERENS UK BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERENS UK BIDCO 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 appropriateness, 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 statements 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
HERENS UK BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERENS UK BIDCO 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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Imran Farooq (Senior Statutory Auditor) for and on behalf of Rödl & Partner Limited Birmingham, United Kingdom 27 February 2026 Page 8
HERENS UK BIDCO LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | $ | $
Turnover | 4 | 3,698,672 | 3,846,999
Administrative expenses |  | (4,052,371) | (3,972,243)
Operating loss | 8 | (353,699) | (125,244)
Other income | 9 | 6,214,005 | 9,263,786
Impairment of investments | 13 | (18,251,282) | (11,385,358)
Interest receivable and similar income | 10 | 5,250,336 | 13,760,573
Interest payable and similar expenses | 11 | (17,802,181) | (20,319,594)
Loss before tax |  | (24,942,821) | (8,805,837)
Tax on loss | 12 | 695,508 | -
Loss for the financial year |  | (24,247,313) | (8,805,837)
There are no items of other comprehensive income for 2024 or 2023 other than the loss for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 12 to 26 form part of these financial statements.
Page 9
HERENS UK BIDCO LIMITED REGISTERED NUMBER: 13263829 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Investments | 13 |  | 142,546,035 |  | 160,797,317
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 14 | - |  | 110,700,000 |
Debtors: amounts falling due within one year | 14 | 10,864,161 |  | 12,720,171 |
Cash at bank and in hand |  | 136,765 |  | 326,530 |
|  | 11,000,926 |  | 123,746,701 |
Creditors: amounts falling due within one year | 15 | (6,472,181) |  | (19,259,421) |
Net current assets |  |  | 4,528,745 |  | 104,487,280
Total assets less current liabilities |  |  | 147,074,780 |  | 265,284,597
Creditors: amounts falling due after more than one year | 16 |  | (141,897,496) |  | (235,860,000)
|  |  | 5,177,284 |  | 29,424,597
Net assets |  |  | 5,177,284 |  | 29,424,597
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 617,225 |  | 617,225
Share premium account | 18 |  | 51,076,588 |  | 51,076,588
Profit and loss account | 18 |  | (46,516,529) |  | (22,269,216)
|  |  | 5,177,284 |  | 29,424,597
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
N T Carter
Director
Date: 27 February 2026
The notes on pages 12 to 26 form part of these financial statements. Page 10
HERENS UK BIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| $ | $ | $ | $
At 1 January 2023 | 617,225 | 51,076,588 | (13,463,379) | 38,230,434
Loss for the year | - | - | (8,805,837) | (8,805,837)
At 1 January 2024 | 617,225 | 51,076,588 | (22,269,216) | 29,424,597
Loss for the year | - | - | (24,247,313) | (24,247,313)
At 31 December 2024 | 617,225 | 51,076,588 | (46,516,529) | 5,177,284
| The notes on pages 12 to 26 form part of these financial statements.
Page 11
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Herens UK Bidco Limited (the “company”) is a private company limited by shares, incorporated and domiciled in United Kingdom. The registered office address is at Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL. 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. In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of UK adopted international accounting standards but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. The financial statements are presented in US Dollars rounded to the nearest $1. In these financial statements, the company has applied the exemptions available under FRS 101 in respect of the following disclosures: ∙a Cash Flow Statement and related notes; ∙disclosures in respect of transactions with wholly owned subsidiaries; ∙disclosures in respect of capital management; ∙the effects of new but not yet effective IFRSs; and ∙disclosures in respect of the compensation of Key Management Personnel. As the consolidated financial statements of Arxada AG (See note 19) include the equivalent disclosures, the company has also taken the exemptions under FRS 101 available in respect of the following disclosures: ∙Certain disclosures required by IFRS 3 Business Combinations in respect of business combinations undertaken by the company in the current and prior periods including the comparative period reconciliation for goodwill; ∙Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures; ∙The disclosures required by IFRS 7 and IFRS 13 regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value and are not either held as part of trading portfolio or derivatives. 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. The following principal accounting policies have been applied consistently for all periods presented, unless otherwise stated. Page 12
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.2 | 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 $24,247,313 (2023: loss of $8,805,837) and at the end of the year had net current assets of $4,528,745 (2023: $104,487,280) and net assets of $5,177,284 (2023: $29,424,597). 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 AG, to meet its liabilities as they fall due during the going concern assessment period. This assessment is dependent on Arxada AG not seeking repayment of the amounts currently due to the group, which at 31 December 2024 amounted to $147,751k and providing additional financial support during the going concern assessment period. Arxada AG 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.
| 2.3 | Measurement convention
The financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value; certain financial assets and financial liabilities measured at fair value.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. 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 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. Page 13
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Turnover
Turnover is derived from the principal activity of the company and represents the value of services supplied, excluding value added tax.
| 2.6 | 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 exchange accounting policy). Borrowing costs that are directly attributable to the acquisition, construction or the 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.
| 2.7 | Taxation
Tax on the profit or loss for the period 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 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 period, using tax rates enacted or substantively enacted at the balance sheet date. 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 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 dferred 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. Page 14
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.8 | Impairment
Financial assets A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event has a negative effect on the estimated future cash flows of that asset that can be estimated reliably. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Non-financial assets The carrying amounts of the company's non-financial assets are reviewed at each reporting date to determined whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other 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 the 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. Page 15
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Non-derivative financial instruments
Non-derivative financial instruments comprise of investments in equity and debt securities, trade and other debtors, cash and cash equivalents, loans and borrowings, and trade and other creditors. 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 debt and equity securities Other investments in debt and equity securities held by the company are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity (in the fair value reserve), except for the impairment losses and, in the case of monetary items such as debt securities, foreign exchange gains and losses. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. Investments in subsidiaries are carried at cost less impairment. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Interest-bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
| 2.10 | Intra-group financial instruments
Where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company considers these to be insurance arrangements and accounts for them as such. In this respect, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.
| 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. Page 16
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
3. | Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS 101 requires management to make new 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 year. However, the nature of estimation means that the actual outcomes could differ from those estimates. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below. Impairment In order to test for indicators of impairment of investment in subsidiaries, management has considered potential triggers such as expected future profitability or cash flows of these investments. The triggering analysis indicated a need for an impairment analysis which was carried out based on expected future cashflows. Following the impairment testing detailed above, the carrying value of fixed asset investments exceeded their underlying value and therefore an impairment charge of $18,251,282 has been recognised.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Rendering of services | 3,698,672 | 3,846,999
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Switzerland | 3,698,672 | 3,846,999
Page 17
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Auditor's remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Auditor's remuneration for the statutory audit of these financial statements persuant to legislation was borne in the current year by a fellow group company. | 36,000 | 35,000
| The Company has entered into a limitation agreement with its auditor which was approved on the 8th January 2025. The principal terms of the agreement are fair and reasonable.
6. | Employees
| Staff costs were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Wages and salaries | 2,797,464 | 2,754,598
| Social security costs | 250,384 | 356,791
| Pension costs | 238,687 | 178,720
|  | 3,286,535 | 3,290,109
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Administration | 8 | 8
|  | Sales | 10 | 13
|  |  | 18 | 21
Page 18
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Directors' remuneration
| The directors working within this company also work in other companies within the group and are remunerated by another fellow group company. No cost for services rendered has been allocated to the company as any allocation would not be significant.
|  |  |  |  | 2024 | 2023
|  |  |  |  | No. | No.
| Number of directors in group defined benefit pension schemes* | 1 | 2
| *The sponsoring employer of the defined benefit pension scheme, which the 2 directors are members of, is another fellow group company. The defined benefit scheme is closed to further accruals.
8. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Exchange differences | 73,781 | (154,529)
9. | Other income
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Dividend Income | 6,214,005 | 9,263,786
10. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Interest receivable from group | 5,249,211 | 13,760,573
| Bank interest receivable | 1,125 | -
|  | 5,250,336 | 13,760,573
Page 19
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Interest payable to group | 17,801,973 | 20,319,594
| Bank interest | 1 | -
| Interest on late payments | 207 | -
|  | 17,802,181 | 20,319,594
12. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Corporation Tax |  |
| Current tax on profits for the year | (695,508) | -
| Total current tax | (695,508) | -
| Deferred tax |  |
| Total deferred tax | - | -
Page 20
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Loss on ordinary activities before tax | (6,691,540) | (8,805,837)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | (6,235,706) | (2,071,133)
| Effects of: |  |
| Income not taxable | (1,553,501) | (2,178,922)
| Expenses not deductible | 7,079,458 | 73,671
| Deferred tax not recognised | - | 1,568,944
| Amounts written off investments | - | 2,607,440
| Adjustments to brought forward values | 3,823 | -
| Temporary differences not recognised | (2,512,743) | -
| Movement in deferred tax | 2,523,161 | -
| Total tax charge for the year | (695,508) | -
| Factors that may affect future tax charges
At 31 December 2024, the company has gross unrecognised tax losses of $2,962,287 (2023: $2,859,883) that are available indefinitely for offset against certain future taxable profits and gross corporate interest restriction of $24,276,001 (2023: $14,240,324). Deferred tax assets have not been recognised as there is uncertainty whether suitable profits will aris in future periods against which the deferred tax assets would reverse. Page 21
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Fixed asset investments
|  | Investments in subsidiary companies
|  | $
| Cost or valuation |
| At 1 January 2024 | 173,957,564
| Disposals | (1,460,247)
| At 31 December 2024 | 172,497,317
| Impairment |
| At 1 January 2024 | 13,160,247
| Charge for the period | 18,251,282
| Released on disposal | (1,460,247)
| At 31 December 2024 | 29,951,282
| Net book value |
| At 31 December 2024 | 142,546,035
| At 31 December 2023 | 160,797,317
Page 22
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Holding
| You Solutions Guangzhou Ltd | China | Sales Office | 100%
| Arxada Nanjing Ltd | China | Manufacture of microbial control and speciality products solutions | 100%
| Arxada NZ Ltd | New Zealand | Manufacture and sale of chemical products | 100%
| Arxada Milano, S.r.l. | Italy | Manufacture and sale of chemical products | 100%
| Arxada Japan Ltd | Japan | Sales office | 100%
| Arxada Columbia S.A.S | Colombia | Sale of chemical products | 100%
| Arxada Biotec s.r.o. | Czech Republic | Sales Office | 100%
| Arxada France S.à.r.l. | France | Sales Office | 100%
Page 23
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Due after more than one year |  |
| Amounts owed by group undertakings | - | 110,700,000
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Due within one year |  |
| Loans owed by group undertakings | 2,133,408 | -
| Other amounts owed by group undertaking | 7,854,395 | 12,654,428
| Other debtors | 180,850 | 65,743
| Group relief | 695,508 | -
|  | 10,864,161 | 12,720,171
| Loans owed by group undertaking is in respect of a loan note with a principal value of $1,700,000. This loan is repayable on 30 days notice from either party. Interest is calculated on the applicable SONIA or the applicable GBP Libor plus a margin of 3.25%. Other amounts owed by group undertakings includes accrued interest on loans and is repayable on demand.
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Trade creditors | 149,722 | 64,926
| Amounts owed to parent undertaking | 5,853,458 | 18,678,699
| Other creditors | 33,892 | 42,220
| Accruals and deferred income | 435,109 | 473,576
|  | 6,472,181 | 19,259,421
| Amounts owed to parent undertaking includes accrued interest on loans owed to parent undertaking (see note 16) and is repayable on demand.
Page 24
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Amounts owed to group undertakings | 141,897,496 | 235,860,000
| Loans owed to parent undertaking is in respect of two loan notes issued to Herens Holdco sarl and Arxada AG. The loans have a maturity date of 15 November 2029 and the interest rate is determined by the floating-rate senior loan notes due in 2029, issued by Herens Midco S.à.r.l., plus arm's length remuneration payable on the loan note instrument plus arm’s length remuneration based on transfer pricing principles.
17. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 51,693,913 (2023 - 51,693,913) Ordinary Shares shares of $0.01194 each | 617,225 | 617,225
| The 2023 share capital note incorrectly described/analysed the Company's issued share capital. This did not affect the called-up share capital reported in the financial statements. The comparative disclosure has been corrected.
18. | Reserves
Share premium Consideration received for shares issued above their nominal value net of transaction costs.
19. | Immediate parent and ultimate parent company
The company is an immediate subsidiary undertaking of Arxada AG which is registered in Switzerland. The smallest or largest group to consolidate the company's finaicial 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 25
HERENS UK BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Post balance sheet events
On 4 February 2026, the Company disposed of its entire shareholding in You Solutions Guangzhou Ltd to Arxada AG for consideration of CHF 1. At 31 December 2024, the investment in You Solutions Guangzhou Ltd was fully impaired to $nil. The impairment reflected You Solutions Guangzhou Ltd’s loss making position and management’s intention at that date to dispose of the subsidiary. As the investment was carried at nil at 31 December 2024, the disposal does not give rise to any adjustment to the financial statements for the year then ended. The consideration received will be recognised in the financial statements for the year ending 31 December 2026.
Page 26