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Registered number: 14620416 XENA MIDCO1 LIMITED AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
XENA MIDCO1 LIMITED COMPANY INFORMATION
Directors | Christos Ioannis Lavidas
| Jean-Christopher Napoleon Bonaparte
| Michael Spiro Youtsos
Company secretary | BCS Cosec Limited
Registered number | 14620416
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 MIDCO1 LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Statement of Financial Position | 11
Company Statement of Financial Position | 12
Consolidated Statement of Changes in Equity | 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15 - 16
Notes to the Financial Statements | 17 - 36
XENA MIDCO1 LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present the Strategic Report for Xena Midco1 Limited ("the Company") and its subsidiaries (collectively "the Group") for the year ended 31 December 2024.
Business review
Xena Midco1 Limited is an England and Wales company. These are consolidated financial statements and therefore the results of Xena Midco1 Limited’s 100% owned subsidiaries, Xena Midco2, Xena Bidco, Xynteo, Xynteo AS, Xynteo AB, Xynteo India Private Limited, and Xynteo Inc (together, the “Xena Group” or “Group”) are therefore included in these financial statements. This also includes an Australian branch of Xynteo Limited which did not trade during the year. The Xena group of companies has been set up to build businesses that accelerate sustainable impact, value creation, and good growth. sustainable impact and value creation. Through 2024, the underlying operations were predominately driven by Xynteo Ltd. Xynteo are a global advisory firm with a dual base in Europe/UK and India, leveraging a world-class ESG alliance network to deliver tailored, high-impact solutions across markets worldwide. Xynteo’s mission is to help our clients achieve transformational results that are both economically viable and environmentally meaningful. Specialising in four key areas - Systemic Industry Impact Coalitions, Value Creation Strategy and Transformation Advisory, Operational Strategy and Transformation Advisory, and Investments & Transactions Advisory - we partner with private organizations, investors, and philanthropic foundations to tackle the complex challenges that no single entity can address alone. From advancing plastics circularity to scaling green building infrastructure and clean technologies, we co-create solutions that are practical, innovative, and grounded in the realities of today’s global economy. We highlight the following areas of progress of the Xena Group: ∙Coalition revenue: A coalition is multi-client, multi-year engagement, which focuses on specific thematics. Coalition revenue grew vs. 2023 and 2022, showing the strong resilience of this business model. Nearly 90% of 2024 revenue was from coalitions. ∙Expanding gross profit margins by removing excess costs and doubling-down on our coalition-driven business. ∙Filtering-in talent: Revenue per partner grew vs. 2023 by further removing underperformers. We added new senior talent including a new CEO, 2 new partners, and a Senior Manager. ∙New strategy: New management has started to define a new strategy for Xynteo, which will focus on building new services lines around our new partners areas of expertise. Further, coalitions will be repositioned as project-incubation platforms, to match the increasingly strict commercial ROI-lens the market is taking. We highlight the following areas requiring consideration: ∙Market challenges: 2024 continued to be a difficult year for consulting – particularly for sustainability consulting. We estimate the market relevant for Xynteo decreased by ca. 10% in 2024, following a similar decrease in 2023. Despite this revenue grew in 2024 vs. 2023. . Page 1
XENA MIDCO1 LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Business review (continued)
∙Repositioning programme from legacy sustainability services: what “sells” in sustainability has drastically changed. As a small business we can be agile to meet our new clients’ needs. Related to this, the 2024 exceptional administrative expenses include financing arrangements supporting the repositioning programme, legal and advisory fees associated with the structural changes undertaken, and redundancy and severance costs arising from the planned rebalancing of headcount. The programme has continued into 2025, and further costs will be incurred as the business completes the transition to its target operating model. ∙Transition from founder relationships: Despite the founder moving on and involuntary attrition in the business, our relationships have been secured with all clients that fit our evolving offerings.
Principal risks and uncertainties
Risks are assessed by the Management Team regularly. They meet biweekly (and face to face once a month). The specific risks include: market relevance of mission, revenue, OPEX, successfully embedding the restructure, attracting, retaining and performance management of the team - these are well managed, documented and under control, with new methods and structures being explored continually. The Directors are of the view that the main financial risks arising from the group's activities are liquidity, credit and foreign exchange risk. The Directors set and reviews policies for managing each of these risks and they are summarised below: Liquidity risk Xynteo seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The funding for any significant new ventures is secured before commitments are made. Cashflow is monitored on a weekly basis. Credit risk The principal credit risk arises from the Company's trade debtors. In order to manage credit risk, the Directors perform regular review of trade debtors outstanding. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history. Foreign exchange risk Xynteo is exposed to fluctuations in the EUR to GBP, SEK to GBP, USD to GBP, AUD to GBP and INR to GBP exchange rates. The exposure has been analysed and the group has set out to further minimise these risks in 2025, ensuring that the majority of transactions are denominated in pounds sterling. Interest Rate Risk The Company has limited interest-bearing assets. Interest bearing assets include fixed income securities and cash balances, which earn interest at the existing market rate; the impact of interest rates changes on the Group’s financial position is deemed to be limited. Interest rates fluctuations have also important indirect implications for the Asset Management business as discussed on the Business Review section of this report. Impact of global conflicts Global conflicts have created uncertainty in global markets. The Company has no exposure towards areas where there is current conflict. In the long term, the Directors do not foresee any issues in fundraising and will continue to monitor the situation closely and react accordingly. Page 2
XENA MIDCO1 LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
The audited financial results for Xena MidCo1 are herewith presented. The Company uses several Key Performance Indicators (KPIs) to measure its financial performance and operational efficiency. The following KPIs are based on continuing operations and are presented for the financial years 2024 and 2023: ∙Turnover: Turnover for the year 2024 amounted to €7,695k, compared to €6,968k in 2023, driven by resilient coalitions and increase project work. ∙Gross profit: Gross profit for the year 2024 amounted to €7,312k, compared to €6,209k in 2023 driven by increasing focus on coalitions which have a structurally higher gross profit margin. ∙Administrative expenses: Administrative expenses for the year 2024 totalled €11,051k, compared to €8,653k in 2023, partially reflecting increased spend on growth initiatives and hiring, but mostly other Xena Group costs. ∙Exceptional items: Exceptional items have increased in the year to €6,498k from €4,838k. The drivers are set out in the business review. ∙Operating loss: Operating loss for 2024 was €10,237k, compared to €7,282k in 2023.
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: 15 April 2026
Page 3
XENA MIDCO1 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group 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 €12,735,000 (2023 - loss €10,416,000). No dividends were declared or paid in the current and prior year.
Directors
The Directors who served during the year were:
Christos Ioannis Lavidas
Jean-Christopher 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. Page 4
XENA MIDCO1 LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
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 and the Group'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 and the Group's auditors are aware of that information.
Post balance sheet events
Refer to note 27.
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: 15 April 2026
Page 5
XENA MIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA MIDCO1 LIMITED
Opinion
We have audited the financial statements of Xena Midco1 Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's 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 Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 6
XENA MIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA MIDCO1 LIMITED (CONTINUED)
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.
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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
XENA MIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA MIDCO1 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 Group 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 override of controls by management and valuation of goodwill. 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, employee legislation, health and safety legislation, data protection legislation and UK company tax law are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance 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; ∙Assessing the reasonableness and accuracy of revenue recognised in the period based on underlying contractual terms, performance obligations and the requirements of accounting standards, ensuring that revenue is recorded in the correct period; ∙Reviewing, including assessing the reasonableness of any assumptions used, the valuation of goodwill and amounts owed by group undertakings with reference to the underlying cash flows expected to be generated, including a review for indicators of impairment; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and ∙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. 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 8
XENA MIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENA MIDCO1 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 15 April 2026 Page 9
XENA MIDCO1 LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| Year ended 31 December | Period ended 31 December
| 2024 | 2023
Note | €000 | €000
Turnover | 4 | 7,695 | 6,968
Cost of sales |  | (383) | (759)
Gross profit |  | 7,312 | 6,209
Administrative expenses |  | (11,051) | (8,653)
Exceptional administrative expenses | 11 | (6,498) | (4,838)
Operating loss | 5 | (10,237) | (7,282)
Loss on disposal of subsidiary |  | - | (431)
Interest receivable and similar income | 8 | 12 | 13
Interest payable and similar expenses | 9 | (3,270) | (2,704)
Loss before taxation |  | (13,495) | (10,404)
Tax on loss | 10 | 760 | (12)
Loss for the financial year |  | (12,735) | (10,416)
Exchange differences on translation of foreign subsidiaries |  | (518) | 312
Other comprehensive (loss)/income for the year |  | (518) | 312
Total comprehensive loss for the year |  | (13,253) | (10,104)
Loss for the year attributable to: |  |  |
Owners of the Parent Company |  | (12,735) | (10,416)
|  | (12,735) | (10,416)
The notes on pages 17 to 36 form part of these financial statements.
Page 10
XENA MIDCO1 LIMITED REGISTERED NUMBER: 14620416 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | €000 |  | €000
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 12,683 |  | 18,241
Tangible assets | 13 |  | 37 |  | 63
|  |  | 12,720 |  | 18,304
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 15 | 82 |  | - |
Debtors: amounts falling due within one year | 15 | 2,188 |  | 4,668 |
Cash at bank and in hand | 16 | 215 |  | 1,689 |
|  | 2,485 |  | 6,357 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (18,880) |  | (15,818) |
Net current liabilities |  |  | (16,395) |  | (9,461)
Total assets less current liabilities |  |  | (3,675) |  | 8,843
Creditors: amounts falling due after more than one year | 18 |  | (19,682) |  | (18,947)
Provisions for liabilities |  |  |  |  |
Net liabilities |  |  | (23,357) |  | (10,104)
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | - |  | -
Foreign exchange reserve | 21 |  | (206) |  | 312
Profit and loss account | 21 |  | (23,151) |  | (10,416)
Equity attributable to owners of the Parent Company |  |  | (23,357) |  | (10,104)
|  |  | (23,357) |  | (10,104)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Michael Spiro Youtsos
Director
Date: 15 April 2026
The notes on pages 17 to 36 form part of these financial statements. Page 11
XENA MIDCO1 LIMITED REGISTERED NUMBER: 14620416 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | €000 |  | €000
Fixed assets |  |  |  |  |
Investments | 14 |  | - |  | -
|  |  | - |  | -
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 12,683 |  | 22,086 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (16,711) |  | (13,396) |
Net current (liabilities)/assets |  |  | (4,028) |  | 8,690
Total assets less current liabilities |  |  | (4,028) |  | 8,690
Creditors: amounts falling due after more than one year | 18 |  | (9,527) |  | (8,690)
Net (liabilities)/assets |  |  | (13,555) |  | -
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | - |  | -
Profit and loss account brought forward |  | - |  | - |
Loss/(profit) for the year |  | (13,555) |  | - |
Profit and loss account carried forward |  |  | (13,555) |  | -
|  |  | (13,555) |  | -
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Michael Spiro Youtsos
Director
Date: 15 April 2026
The notes on pages 17 to 36 form part of these financial statements. Page 12
XENA MIDCO1 LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Foreign exchange reserve (as restated) | Profit and loss account (as restated) | Total equity
| €000 | €000 | €000 | €000
At 27 January 2023 | - | - | - | -
Comprehensive income for the period |  |  |  |
Loss for the period | - | - | (10,416) | (10,416)
Exchange differences on translation of foreign subsidiaries | - | 312 | - | 312
Total comprehensive income for the period | - | 312 | (10,416) | (10,104)
Shares issued during the period | - | - | - | -
At 1 January 2024 | - | 312 | (10,416) | (10,104)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (12,735) | (12,735)
Exchange differences on translation of foreign subsidiaries | - | (518) | - | (518)
Total comprehensive income for the year | - | (518) | (12,735) | (13,253)
At 31 December 2024 | - | (206) | (23,151) | (23,357)
| The notes on pages 17 to 36 form part of these financial statements.
Page 13
XENA MIDCO1 LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| €000 | €000 | €000
At 27 January 2023 | - | - | -
Profit for the period | - | - | -
Shares issued during the period | - | - | -
At 1 January 2024 | - | - | -
Loss for the year | - | (13,555) | (13,555)
At 31 December 2024 | - | (13,555) | (13,555)
| The notes on pages 17 to 36 form part of these financial statements.
Page 14
XENA MIDCO1 LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | €000 | €000
Cash flows from operating activities |  |
Loss for the financial year | (12,735) | (10,416)
Adjustments for: |  |
Loan impairment | 1,253 | -
Amortisation of intangible assets | 1,990 | 1,658
Depreciation of tangible assets | 35 | 48
Goodwill impairment | 3,568 | -
Loss on disposal of tangible assets | - | 46
Interest paid | 3,270 | 2,704
Interest received | (12) | (13)
Taxation charge | (760) | 12
Decrease in debtors | 1,454 | 2,901
(Decrease)/increase in creditors | (628) | 1,218
Corporation tax received | 385 | -
Disposal of subsidiary | - | 431
Foreign exchange | (25) | (311)
Net cash generated from operating activities | (2,205) | (1,722)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (9) | (41)
Purchase of subsidiary undertaking | - | 824
Interest received | 12 | 13
Net cash from investing activities | 3 | 796
Cash flows from financing activities |  |
New loans from group | 2,256 | 3,540
Group loans repaid | (265) | -
Interest paid | (1,258) | (924)
Net cash used in financing activities | 733 | 2,616
Net (decrease)/increase in cash and cash equivalents | (1,469) | 1,690
Page 15
XENA MIDCO1 LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  | 2024 | 2023
|  | €000 | €000
Cash and cash equivalents at beginning of year | 1,689 | -
Foreign exchange gains and losses | 1 | -
Cash and cash equivalents at the end of year | 221 | 1,690
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 215 | 1,689
Foreign exchange gains and losses | 6 | 1
| 221 | 1,690
Page 16
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Xena Midco1 Limited is a private company, listed by shares and incorporated in England and Wales, registration number 14620416. 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. These financial statements are presented to the nearest €'000 unless otherwise stated. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 17
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Going concern
The Group and Company were loss making in the year and are in a net current and net liability position at the year end date. The consolidated financial statements have been prepared on a going concern basis which means the Group and 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 Group's forecasts and projections, including assumptions regarding sales, gross margins, cost levels and the associated cash flows generated, taking into account current market conditions and recent trading. In assessing the appropriateness of the going concern basis, the Directors have undertaken an assessment of the Group, which is dependent on investor financing and the cashflows generated by the Company and its subsidiary undertakings. Having undertaken their assessment, the Directors are satisfied that the Group is able to operate as a going concern. The Directors are confident that should additional funding in the form of equity or loans be required from the Group's investors, such funding will be provided to support the Group achieving its business plan and to comply with any financial covenants. The Group 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. Page 18
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | 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 Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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. Page 19
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | 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 reporting date in the countries where the Company and the Group operate and generate income.
| 2.12 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Page 20
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Motor vehicles | - | 31% |
|  |  |  | Office equipment | - | 25% |
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.15 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.17 | 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. Page 21
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | 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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.19 | 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.
| 2.20 | Financial instruments
The Group 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 Group's Statement of Financial Position when the Group 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 Group'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 Page 22
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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. 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 Group 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 Group 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 Group'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, management is required to make judgements, estimates and assumptions which affect expected 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 following are the Group's key sources of estimation uncertainty: Goodwill The Group establishes a reliable estimate of the useful life of goodwill arising on business combinations. This estimate is based on a variety of factors such as the expected useful life of the cash generating units to which the goodwill is attributed, any legal or contractual provisions that can limit the useful life and assumption that market participants would consider in respect of similar business. Page 23
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
The whole of the turnover is attributable to the Group's principal activity. Analysis of turnover by country of destination:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| United Kingdom and Europe | 5,128 | 4,446
| Rest of the world | 2,567 | 2,522
|  | 7,695 | 6,968
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Exchange differences | (25) | 258
6. | Auditors' remuneration
| During the year, the Group 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 consolidated and parent Company's financial statements | 89 | 180
Page 24
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  | Group | Group
|  | 2024 | 2023
|  | €000 | €000
| Wages and salaries | 4,441 | 3,475
| Social security costs | 495 | 592
| Cost of defined contribution scheme | 112 | 174
|  | 5,048 | 4,241
| The Company has no employees other than the Directors, who did not receive any remuneration. The average number of employees of the Group, including the Directors, during the year was 58 (2023 - 74).
8. | Interest receivable
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Other interest receivable | 12 | 13
9. | Interest payable and similar expenses
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Other interest payable | 1,237 | 1,025
| Group loan interest payable | 2,033 | 1,679
|  | 3,270 | 2,704
Page 25
XENA MIDCO1 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
| Corporation tax |  |
| Foreign tax | - | 17
| Adjustments in respect of previous periods | (760) | -
|  | (760) | 17
| Total current tax | (760) | 17
| Deferred tax |  |
| Origination and reversal of timing differences | - | (5)
| Total deferred tax | - | (5)
| Tax on loss | (760) | 12
Page 26
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 10.Taxation (continued)
| Factors affecting tax charge for the year/period
| The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | €000 | €000
| Loss on ordinary activities before tax | (13,495) | (10,404)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | (3,374) | (2,447)
| Effects of: |  |
| Expenses not deductible for tax purposes | 469 | 884
| Capital allowances for year in excess of depreciation | - | 1
| Other permanent differences | - | (13)
| Foreign tax credits | - | 90
| Unused tax losses carried forward | 1,580 | 228
| Unrecognised deferred tax movement | - | 1,303
| Differences in tax rates | - | (3)
| Remeasurement of deferred tax for changes in tax rate | - | (31)
| Adjustments in tax charge in respect to prior periods | (640) | -
| Impairments not deductible for tax purposes | 1,205 | -
| Total tax charge for the year/period | (760) | 12
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 27
XENA MIDCO1 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 goodwill | 3,568 | -
| Impairment of loan | 1,253 | -
| Non-recurring costs | 1,677 | 4,838
|  | 6,498 | 4,838
| During the year, the Directors reviewed the carrying value of goodwill and recognised an impairment charge of €3,568,000 (2023 – €Nil). During the year, the Directors reviewed the recoverability of intercompany group loans and determined that the balance was not recoverable. As a result, the receivable of €1,253,000 (2023 - €Nil) has been impaired. During the year, the Group incurred non-recurring costs of €1,677,000 (2023 - €4,838,000). These costs are related to the Group's restructuring and are made up of employee redundancies, consultancy fees and other associated costs.
Page 28
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Intangible assets
| Group
|  | Goodwill
|  | €000
| Cost |
| At 1 January 2024 | 19,899
| At 31 December 2024 | 19,899
| Amortisation |
| At 1 January 2024 | 1,658
| Charge for the year on owned assets | 1,990
| Impairment charge | 3,568
| At 31 December 2024 | 7,216
| Net book value |
| At 31 December 2024 | 12,683
| At 31 December 2023 | 18,241
| Refer to note 11 for details of the impairment recorded in the year.
Page 29
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Tangible fixed assets
| Group
|  | Motor vehicles | Computer equipment | Office equipment | Total
|  | €000 | €000 | €000 | €000
| Cost or valuation |  |  |  |
| At 1 January 2024 | 9 | 77 | 1 | 87
| Additions | - | 9 | - | 9
| At 31 December 2024 | 9 | 86 | 1 | 96
| Depreciation |  |  |  |
| At 1 January 2024 | 3 | 21 | - | 24
| Charge for the year on owned assets | 3 | 31 | 1 | 35
| At 31 December 2024 | 6 | 52 | 1 | 59
| Net book value |  |  |  |
| At 31 December 2024 | 3 | 34 | - | 37
| At 31 December 2023 | 6 | 56 | 1 | 63
14. | Fixed asset investments
The Company has investments in subsidiary undertakings totalling €1 (2023 - €1).
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Xena Midco2 Limited | 25 Hill Street, London, W1J 5LW | Ordinary share | 100%
Page 30
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Xena Bidco Limited | 25 Hill Street, London, W1J 5LW | Ordinary share | 100%
| Xynteo Limited | 2 Communications Road, Greenham Business Park, Newbury, Berkshire, RG19 6AB | Ordinary share | 100%
| Xynteo AB | c/o BDO, Box 3009, 25003 Helsingborg | Ordinary share | 100%
| Xynteo Inc | 1209 Orange Street, Newcastle 19801, Maryland, USA | Ordinary share | 100%
| Xynteo Nordic AS | Henrik Ibsens Gate 100, NO-0255 Oslo, Norway | Ordinary share | 100%
| Xynteo India Private Limited | c/o Gaurang Merchant &Co. 1519 Floor 15 Plot221, Maker Chamber V, Jamnalal Bajaj Marg Nariman Point, Mumbai, Mumbai City, Maharashtra, India, 400021 | Ordinary share | 100%
15. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | €000 | €000 | €000 | €000
| Due after more than one year |  |  |  |
| Other debtors | 82 | - | - | -
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | €000 | €000 | €000 | €000
| Due within one year |  |  |  |
| Trade debtors | 1,253 | 1,915 | - | -
| Amounts owed by group undertakings | - | 957 | 12,683 | 22,086
| Other debtors | 930 | 1,010 | - | -
| Prepayments and accrued income | 5 | 786 | - | -
|  | 2,188 | 4,668 | 12,683 | 22,086
Page 31
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Cash and cash equivalents
|  | Group | Group
|  | 2024 | 2023
|  | €000 | €000
| Cash at bank and in hand | 215 | 1,689
17. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | €000 | €000 | €000 | €000
| Other loans | 133 | - | - | -
| Trade creditors | 1,069 | 985 | - | -
| Amounts owed to group undertakings | 15,889 | 12,442 | 16,711 | 13,396
| Other taxation and social security | 703 | 47 | - | -
| Other creditors | 35 | 72 | - | -
| Accruals and deferred income | 1,051 | 2,272 | - | -
|  | 18,880 | 15,818 | 16,711 | 13,396
| Refer to note 18 for details of other loans. Amounts owed to group undertakings comprise unsecured loans which attract interest at rates of 10 - 20% per annum and are repayable within 30 days of receipt of notice from the lender.
Page 32
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | €000 | €000 | €000 | €000
| Other loans | 10,155 | 10,257 | - | -
| Amounts owed to related undertakings | 9,527 | 8,690 | 9,527 | 8,690
|  | 19,682 | 18,947 | 9,527 | 8,690
| 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 Group. Amounts owed to related undertakings comprise loan notes issued by the Company and subscribed by a related undertaking. The loan notes attract interest at a rate of 10% per annum and are repayable by 2033.
| The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | €000 | €000 | €000 | €000
| Repayable by instalments | 9,527 | 8,690 | 9,527 | 8,690
|  | 9,527 | 8,690 | 9,527 | 8,690
19. | Financial instruments
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | €000 | €000 | €000 | €000
| Financial assets |  |  |  |
| Financial assets measured at amortised cost | 2,485 | 6,357 | 12,683 | 22,086
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost | (37,859) | (34,718) | (26,238) | (22,086)
| Financial assets measured at amortised cost comprise trade and other debtors, amounts owed by group undertakings and cash and cash equivalents.
| Financial liabilities measured at amortised cost comprise trade and other creditors, amounts owed to group undertakings and other loans.
Page 33
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of €1.00 | 1 | 1
21. | Reserves
Foreign exchange reserve The foreign exchange reserve represents cumulative exchange differences arising on the translation of the financial statements of foreign subsidiaries into the presentational currency of the Group. These differences are recognised in other comprehensive income and included in the foreign exchange reserve. Profit and loss account The profit and loss account represents cumulative profit and losses net of dividends and other adjustments.
22. | Analysis of net debt
|  | At 1 January 2024 | Cash flows | Foreign exchange | Other non-cash changes | At 31 December 2024
|  | €000 | €000 | €000 | €000 | €000
| Cash at bank and in hand | 1,689 | (1,469) | (5) | - | 215
| Debt due after 1 year | (18,947) | - | - | (735) | (19,682)
| Debt due within 1 year | (12,442) | (1,991) | - | (1,589) | (16,022)
|  | (29,700) | (3,460) | (5) | (2,324) | (35,489)
23. | Prior year adjustment
In the prior year, exchange differences on translation of foreign subsidiaries was presented in retained earnings. A prior year adjustment has been recorded to reduce retained earnings and increase the foreign currency reserve by €312,000.
24. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to €112,000 (2023 - €164,000). Contributions totalling €21,000 (2023 - €34,000) were payable to the fund at the reporting date and are included within other creditors. Page 34
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
25. | Commitments under operating leases
| At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2024 | 2023
|  | €000 | €000
| Not later than 1 year | 419 | 315
| Later than 1 year and not later than 5 years | 435 | 1,025
| Later than 5 years | - | 224
|  | 854 | 1,564
| During the year, the Group terminated a lease agreement for its office premises. Operating lease payments recognised as an expense in the year totalled €188,000 (2023 - €256,000).
26. | Related party transactions
| Group During the year the Group entered into transactions, in the ordinary course of business, with related parties which fall within scope to be disclosed under FRS102. Transactions entered into, and trading balances outstanding at 31 December 2024, are as follows: Transactions with related parties: During the year, the Company was charged management fees of €295,000 (2023 - €301,000) by an entity that provides key management personnel services. At the year end, €NIL (2023 - €164,000) was outstanding. Included in accruals is €148,000 relating to management fees not yet invoiced. During the year, the Company charged management fees to companies under common control of €472,000 (2023 - €300,000). At the year end, €NIL (2023 - €300,000) was outstanding. 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. Company The Company has taken the exemption under FRS102 section 33.1A not to disclose transactions and balances with its subsidiary companies, on the basis that it is a wholly owned group. Transactions with related parties: The Company has issued loan notes which have been subscribed by a related undertaking. At the year end, €25,153,000 (2023 - €8,690,000) was outstanding and interest of €800,000 (2023 - €690,411) charged. The loan notes are presented in amounts owed to related undertakings due after more than one year. Refer to note 18 for details.
27. | Post balance sheet events
On 27 June 2025 the Group acquired 90.9% of the share capital of GoodCorporation Limited, a company incorporated in England and Wales. Page 35
XENA MIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
28. | Controlling party
The Company's immediate parent undertaking is Xena Topco Limited, a company registered in Jersey. The ultimate parent and controlling party is Leon Capital GP Limited as general partner of Xena LP, a limited partnership registered in Jersey.
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