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Registered number: 14621452 XENA BIDCO LIMITED AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
XENA BIDCO LIMITED COMPANY INFORMATION
Directors | Christos Ioannis Lavidas
| Jean-Christophe Napoleon Bonaparte
| Michael Spiro Youtsos
Company secretary | BCS Cosec Limited
Registered number | 14621452
Registered office | 25 Hill Street
| London
| W1J 5LW
Independent auditors | Wellden Turnbull Limited
| Chartered Accountants & Statutory Auditors
| Albany House
| Claremont Lane
| Esher
| Surrey
| KT10 9FQ
XENA BIDCO LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditors' Report | 4 - 7
Statement of Income and Retained Earnings | 8
Statement of Financial Position | 9
Notes to the Financial Statements | 10 - 22
XENA BIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present their Strategic Report for Xena Bidco Limited ("the Company") for the year ended 31 December 2024.
Business review
During the year, the principal activity of the Company continued to be a holding company for the Group's investment in Xynteo Limited, a company engaged in the provision of sustainability consulting services. The Company generated a loss after tax of €10,863,000 (2023 - €2,741,000). As at 31 December 2024 the Company had net liabilities of €13,604,000 (2023 - €2,741,000). The Company continued to service its borrowings in the year and meets its liabilities as they fall due, further details of which are set out in note 2.5. Subsequent to the year end, the Company acquired 90.9% of the share capital of GoodCorporation Limited, a company incorporated in England and Wales.
Principal risks and uncertainties
The main financial risks arising from the Company's activities is liquidity risk and interest rate risk on the Company's variable rate borrowings. The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Company has received financing from its parent undertaking who has continued to provide funds in the year to ensure the Company is in a position to meet its liabilities as they fall due. The Company is also subject to risks associated with impending laws, regulations and changes in the markets in which it operates.
Financial key performance indicators
The key financial indicator for the Company is cashflow, which is monitored and managed on a regular basis to ensure that liabilities as a whole can be met as they fall due.
Other key performance indicators
The Directors do not consider that there are any other key performance indicators. This report was approved by the board and signed on its behalf.
Michael Spiro Youtsos Director
Date: 31 March 2026
Page 1
XENA 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.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 for the Company's financial statements 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 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.
Results and dividends
The loss for the year, after taxation, amounted to €10,863,000 (2023 - loss €2,741,000). No dividends were declared and paid in the current and prior year.
Directors
The Directors who served during the year were:
Christos Ioannis Lavidas
Jean-Christophe Napoleon Bonaparte
Michael Spiro Youtsos
Qualifying third-party indemnity provisions
The Directors are covered by an insurance policy which insures against Directors and Officers claims.
Disclosure of information to auditors
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 auditors are 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 auditors are aware of that information. Page 2
XENA BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
Refer to note 21 for details of post balance sheet events.
Auditors
The auditors, Wellden Turnbull Limited, were appointed in the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Michael Spiro Youtsos Director
Date: 31 March 2026
Page 3
XENA BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA BIDCO LIMITED
Opinion
We have audited the financial statements of Xena Bidco Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 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 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 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 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.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. Page 4
XENA BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA BIDCO LIMITED (CONTINUED)
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 2, 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 5
XENA BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA BIDCO LIMITED (CONTINUED)
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 an Auditors' 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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, the valuation of fixed asset investments and amounts by group undertakings, and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006 and UK company tax law are those that we have identified in this regard. Auditing standards limit the required procedures as to noncompliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management and those charged with governance as to actual and potential litigation and claims; ∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations; ∙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 fixed asset investments and amounts owed by group undertakings for indicators of impairment with reference to underlying cash flows; ∙Assessing the reasonableness of revenue recognised in the period and the requirement of accounting standards; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. 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. 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 Auditors' Report. Page 6
XENA BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA BIDCO LIMITED (CONTINUED)
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 Auditors' 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. Mark Nelligan FCA (Senior Statutory Auditor) for and on behalf of Wellden Turnbull Limited Chartered Accountants Statutory Auditors Albany House Claremont Lane Esher Surrey KT10 9FQ 31 March 2026 Page 7
XENA BIDCO LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2024
| Year ended 31 December | Period ended 31 December
| 2024 | 2023
Note | €000 | €000
Turnover | 4 | 263 | 154
Cost of sales |  | - | (23)
Gross profit |  | 263 | 131
Administrative expenses |  | (721) | (169)
Exceptional administrative expenses | 11 | (2,808) | -
Operating loss | 5 | (3,266) | (38)
Amounts written off investments | 12 | (4,384) | -
Interest receivable and similar income | 8 | 54 | 1
Interest payable and similar expenses | 9 | (3,267) | (2,704)
Loss before tax |  | (10,863) | (2,741)
Tax on loss | 10 | - | -
Loss after tax |  | (10,863) | (2,741)
Retained earnings at the beginning of the year/period |  | (2,741) | -
Loss for the year/period |  | (10,863) | (2,741)
Retained earnings at the end of the year |  | (13,604) | (2,741)
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of income and retained earnings.
The notes on pages 10 to 22 form part of these financial statements.
Page 8
XENA BIDCO LIMITED REGISTERED NUMBER: 14621452 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | €000 |  | €000
Fixed assets |  |  |  |  |
Investments | 12 |  | 22,970 |  | 27,346
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 502 |  | 1,984 |
Cash at bank and in hand | 14 | 25 |  | 84 |
|  | 527 |  | 2,068 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 15 | (1,793) |  | (457) |
Net current (liabilities)/assets |  |  | (1,266) |  | 1,611
Total assets less current liabilities |  |  | 21,704 |  | 28,957
Creditors: amounts falling due after more than one year | 16 |  | (35,308) |  | (31,698)
Net liabilities |  |  | (13,604) |  | (2,741)
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | - |  | -
Profit and loss account | 18 |  | (13,604) |  | (2,741)
|  |  | (13,604) |  | (2,741)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Michael Spiro Youtsos
Director
Date: 31 March 2026
The notes on pages 10 to 22 form part of these financial statements. Page 9
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Xena Bidco Limited is a private company, limited by shares and incorporated in England and Wales, registration number 14621452. The registered office address is 25 Hill Street, London, W1J 5LW. The Company was incorporated on 27 January 2023. The prior period financial statements cover the period of account from 27 January 2023 to 31 December 2023. The current year financial statements cover the period of account from 1 January 2024 to 31 December 2024. 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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). These financial statements are rounded to the nearest €'000 unless otherwise stated. The following principal accounting policies have been applied:
| 2.2 | Compliance with accounting standards
The financial statements have been prepared under FRS102, the financial reporting standard applicable in the UK and Republic of Ireland. There were no material departures from that standard.
| 2.3 | 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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Xena Midco1 Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
| 2.4 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Page 10
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Going concern
The Company was loss making in the year and is in a net current liability and net liability position at the year end date. The financial statements have been prepared on a going concern basis which means the Company can be expected to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business, including the Company's business model and the availability of cash resources. The Company has been incorporated to acquire the Group's investment in Xynteo Limited, a company providing sustainability consulting services. The Company finances its operations through external loans and loans from group undertakings. In assessing the appropriateness of the going concern basis, the Directors have undertaken an assessment of the Group as a whole, which is dependent on investor financing and the cashflows generated by Xynteo Limited and its subsidiary undertakings. Having undertaken their assessment, the Directors are satisfied that the Group is able to operate as a going concern. The Company has received confirmation from intercompany creditors that they will not demand repayment of any outstanding debt to the detriment of the Company, and will continue to provide financial support as and when required. The Company has serviced all external borrowings in line with the underlying facility agreements in place. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
| 2.6 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Euros. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 11
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.11 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 12
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.15 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Page 13
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the Directors are required to make judgements, estimates and assumptions which affect reported income, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. The Directors do not consider the Company to have any significant judgement or key sources of estimation uncertainty.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Management fees | 263 | 154
| All turnover arose within the United Kingdom.
Page 14
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Exchange differences | (5) | 4
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 8 | 8
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
7. | Employees
| The Company has no employees other than the Directors, who did not receive any remuneration (2023 - €NIL).
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XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Interest receivable
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Interest from group companies | 52 | -
| Other interest | 2 | 1
|  | 54 | 1
9. | Interest payable
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Loan interest | 1,237 | 1,025
| Group loan interest | 2,030 | 1,679
|  | 3,267 | 2,704
Page 16
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Taxation
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Current tax on loss | - | -
| Total current tax | - | -
| Factors affecting tax charge for the year/period
| The tax assessed for the year/period is lower than (2023 - lower than) the effective rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Loss on ordinary activities before tax | (10,863) | (2,741)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%) | (2,716) | (685)
| Effects of: |  |
| Expenses not deductible for tax purposes | 4 | 1
| Impairments not deductible for tax purposes | 1,798 | -
| Unrecognised deferred tax movement | 423 | 269
| Group relief | 491 | 415
| Total tax charge for the year/period | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 17
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Exceptional items
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Impairment of intragroup receivables | 2,808 | -
| The Directors have reviewed the cashflows available to group undertakings to fund repayment of the outstanding receivable balances and have recognised an impairment provision of €2,808,000 (2023 - €Nil).
12. | Fixed asset investments
|  | Investments in subsidiary companies
|  | €000
| Cost or valuation |
| At 1 January 2024 | 27,346
| Additions | 8
| At 31 December 2024 | 27,354
| Impairment |
| At 1 January 2024 | -
| Charge for the period | 4,384
| At 31 December 2024 | 4,384
| Net book value |
| At 31 December 2024 | 22,970
| At 31 December 2023 | 27,346
| At the balance sheet date the Directors estimated the recoverable value of the Company's investment in Xynteo Limited. The value assigned was €22,970,000 which is lower than the carrying value. An impairment has been recorded of €4,384,000 to reduce the carrying value to the recoverable value. The impairment has arisen as a result of changes in the future cashflows expected to be generated by the group headed by Xynteo Limited.
Page 18
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Xynteo Limited | 2 Communications Road, Greenham Business Park, Newbury, Berkshire, United Kingdom, RG19 6AB | Ordinary | 100%
13. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Amounts owed by group undertakings | - | 1,557
| Other debtors | 81 | 273
| Prepayments and accrued income | 421 | 154
|  | 502 | 1,984
| Amounts owed by group undertakings are presented net of impairments of €2,808,000 (2023 - €Nil). Refer to note 11 for details. Included within umimpaired amounts owed by group undertakings is intercompany loans of €1,543,000 (2023 - €Nil) which attract interest at a rate of 10% - 20% per annum and are repayable within 30 days of the Company issuing a notice for payment. All other unimpaired amounts owed by group undertakings are interest free and repayable on demand.
14. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Cash at bank and in hand | 25 | 84
Page 19
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Other loans | 133 | -
| Trade creditors | 551 | 172
| Amounts owed to group undertakings | 947 | 23
| Accruals | 162 | 262
|  | 1,793 | 457
| Refer to note 19 for details of the prior year adjustment recorded. Refer to note 16 for details of other loans. Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Creditors: Amounts falling due after more than one year
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Other loans | 10,155 | 10,257
| Amounts owed to group undertakings | 25,153 | 21,441
|  | 35,308 | 31,698
| Refer to note 19 for details of the prior year adjustment recorded. Other loans Other loans comprises a loan which attracts interest at a fixed margin of 7.75% plus EURIBOR and is repayable by 20 February 2029. The loan is secured by fixed and floating charge over all assets of the Company. During the period and post year end, the Company breached covenants set out in the facility agreement triggering an event of default. Compliance certificates were not submitted for December 2024 and March 2025, as the Directors opted to submit once the GoodCorporation acquisition was complete. The event of default arising from both non-submissions was waived by the lender during the acquisition process of GoodCorporation Limited (see note 21). Following the acquisition of GoodCorporation in June 2025, the Company submitted the compliance certificates and has continued to meet all relevant covenants. The Company has fully serviced the loan and funded all interest payments due. Amount owed to group undertakings Included within amounts owed to group undertakings are intercompany loans of €25,153,000 (2023 - €21,131,000) which are unsecured, attract interest at a rate of 10% - 20% per annum and are repayable within 30 days of receipt of notice from the lender. Repayment of this loan is subordinated to other loans therefore the outstanding balance is classified as due greater than one year. All other amounts owed to group undertakings are unsecured, interest free and repayable on demand.
17. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of €1.00 | 1 | 1
18. | Reserves
Profit and loss account The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. Page 21
XENA BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
19. | Prior year adjustment
The Company has obtained senior debt financing which is presented in other loans. As a condition of obtaining the senior debt financing, the Company's parent was required to enter into an intercreditor deed with the senior lender to subordinate repayment of amounts owed to group undertakings of €25,153,000 (2023 - €21,131,000). This balance has therefore been classified as due greater than one year. In the prior year, the balance was disclosed as due less than one year. A prior year adjustment has been recorded to move €21,131,000 from amounts owed to group undertakings falling due within one year to amounts owed to group undertakings falling due after one year.
20. | Related party transactions
| he Company has taken the exemption under FRS 102 section 33.1A not to disclose transactions and balances with other group companies on the basis that the Company is wholly owned within the group. Included within trade creditors is an amount of €60,000 (2023 - €Nil) owed to an entity that provides key management personnel services. The related cost was recharged to a group entity.
21. | Post balance sheet events
On 27 June 2025 the Company acquired 90.9% of the share capital of GoodCorporation Limited, a company incorporated in England and Wales.
22. | Controlling party
The Company's immediate parent undertaking is Xena Midco2 Limited, a company registered in England and Wales. The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by Xena Midco1 Limited, a company registered in England and Wales. The registered office address of Xena Midco2 Limited and Xena Midco1 Limited is 25 Hill Street, London, W1J 5LW. The ultimate parent and controlling party is Leon Capital GP Limited as general partner of Xena LP, a limited partnership registered in Jersey.
Page 22