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Registered number: 14684330 KERNEL BIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
KERNEL BIDCO LIMITED
COMPANY INFORMATION
Directors | A Blok
| P Velez
Company secretary | A G Secretarial Limited
Registered number | 14684330
Registered office | 125 London Wall
| London
| EC2Y 5AS
Independent auditor | S&W Audit
| Statutory Auditor & Chartered Accountants
| 14th Floor
| 103 Colmore Row
| Birmingham
| B3 3AG
KERNEL BIDCO LIMITED
CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2
Directors' Responsibilities Statement | 3
Independent Auditor's Report | 4 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 23
KERNEL BIDCO LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the Strategic Report for the year ended 31 December 2025.
Business review
The principal activity of the Company is that of a management company for the group headed by Kernel Equityco Limited, through its wholly owned subsidiaries, that have trading operations in the United Kingdom, United States of America and Hong Kong. The Company has assessed the investments it holds in its underlying subsidiary companies for impairment and deemed that no impairment is necessary.
Principal risks and uncertainties
The underlying subsidiaries continue to perform well and in line with management expectations. As a holding company, the main risks relate to the future performance of the subsidiary undertakings and further details of the risks facing those businesses are contained in the respective statutory accounts.
Financial key performance indicators
The Company has no other operating income and made a loss for the year of £5,878,181 (2024 - £5,619,664). Future developments There have been no significant future developments identified since the year-end, other than post balance sheet events as disclosed in note 18. This report was approved by the board and signed on its behalf.
P Velez Director
Date: 30 June 2026
Page 1
KERNEL BIDCO LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The loss for the year, after taxation, amounted to £5,878,181 (2024 - £5,619,664). No dividends were paid or proposed during the year.
Directors
The directors who served during the year were:
A Blok
P Velez
Matters covered in the Strategic Report
Where necessary, disclosures relating to future developments have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
In February 2026, the Company entered into new debt facilities, resulting in the drawing of a new term loan facility and the option for a revolving credit facility. Subsequently, additional fixed charges have been created by the lender, secured against the Company's assets and those of the subsidiary companies in the wider group.
Auditor
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), 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.
P Velez Director
Date: 30 June 2026
Page 2
KERNEL BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make 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; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 3
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KERNEL BIDCO LIMITED Opinion We have audited the financial statements of Kernel Bidco Limited (the 'Company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 4
KERNEL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KERNEL BIDCO LIMITED (CONTINUED)
Other information The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors’ Report for the financial period 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 3, 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
KERNEL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KERNEL BIDCO LIMITED (CONTINUED) Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained a general understanding of the Company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company's industry and regulation. We understand that the Company complies with the framework through: ∙Outsourcing statutory accounts preparation and tax compliance to external experts; ∙Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary; and ∙The directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly. In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company: ∙The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements. The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were: ∙Manipulation of the financial statements via fraudulent journal entries, particularly as the size of the Company means that there is little opportunity for segregation of duties. ∙As the Company has no revenue in this period, we rebutted the need for a related fraud risk. These areas were communicated to the other members of the engagement team not present at the discussion. The procedures we carried out to gain evidence in the above areas included: ∙Substantive work on material areas affecting profits; and ∙Testing journal entries, selecting a sample for review, to ensure they had a proper business purpose. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Page 6
KERNEL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KERNEL 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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Benjamin Stapleton Senior Statutory Auditor for and on behalf of S&W Audit Statutory Auditor Chartered Accountants 14th Floor 103 Colmore Row Birmingham B3 3AG 30 June 2026 Page 7
KERNEL BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (5,537) | (19,823)
Exceptional items | 6 | 11,218 | (639,778)
Operating profit/(loss) |  | 5,681 | (659,601)
Interest payable and similar expenses | 7 | (5,815,000) | (5,234,082)
Loss before tax |  | (5,809,319) | (5,893,683)
Tax (charge)/credit on loss | 8 | (68,862) | 274,019
Loss for the financial period |  | (5,878,181) | (5,619,664)
There was no other comprehensive income for 2025 (2024 - £Nil).
The notes on pages 11 to 23 form part of these financial statements.
Page 8
KERNEL BIDCO LIMITED REGISTERED NUMBER:14684330
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Non-current assets |  |  |  |  |
Investments | 9 |  | 74,243,921 |  | 74,243,921
Trade and other receivables | 10 |  | 2,168,734 |  | 2,168,734
|  |  | 76,412,655 |  | 76,412,655
Current assets |  |  |  |  |
Trade and other receivables | 10 | 7,326,332 |  | 8,134,665 |
Cash at bank and in hand |  | 6,711 |  | 16,542 |
|  | 7,333,043 |  | 8,151,207 |
Creditors: amounts falling due within one year | 11 | (10,943,975) |  | (1,633,675) |
Net current (liabilities)/assets |  |  | (3,610,932) |  | 6,517,532
Total assets less current liabilities |  |  | 72,801,723 |  | 82,930,187
Creditors: amounts falling due after more than one year | 12 |  | (44,235,233) |  | (48,485,516)
Net assets |  |  | 28,566,490 |  | 34,444,671
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 122 |  | 122
Share premium account | 16 |  | 44,036,440 |  | 44,036,440
Profit and loss account | 16 |  | (15,470,072) |  | (9,591,891)
Shareholders' funds |  |  | 28,566,490 |  | 34,444,671
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
P Velez
Director
Date: 30 June 2026
The notes on pages 11 to 23 form part of these financial statements. Page 9
KERNEL BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 122 | 44,036,440 | (3,972,227) | 40,064,335
Loss for the year | - | - | (5,619,664) | (5,619,664)
At 1 January 2025 | 122 | 44,036,440 | (9,591,891) | 34,444,671
Loss for the year | - | - | (5,878,181) | (5,878,181)
At 31 December 2025 | 122 | 44,036,440 | (15,470,072) | 28,566,490
Page 10
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Kernel Bidco Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 14684330). The registered office address is 125 London Wall, London, EC2Y 5AS. The principal activity of the Company is that of a management company for the group headed by Kernel Equityco Limited, through its wholly owned subsidiaries, that have trading operations in the United Kingdom, United States of America and Hong Kong. The Company's functional and presentational currency is GBP. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 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). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Kernel Equityco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
| 2.3 | 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 11
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This assumes the continued support of the parent Group headed by Kernel Equityco Limited, and that amounts due to group undertakings, amounting to £9,983,556 at 31 December 2025, will not be called in unless the Company has sufficient resources to make repayment. The directors have reviewed cash flow forecasts for the Group headed by Kernel Equityco Limited for at least the 12 month period from the date of signing to ensure the Company can maintain its day- to-day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders. At 31 December 2025, the Group had sufficient cash balances to maintain a positive cash position and meet the Company's liabilities as they fall due for at least 12 months from the signing date, based upon current expectations. The directors' forecasts reflect an objective assessment of the impact of macroeconomic and market specific factors on the group's operational performance and trading prospects. To the date of signing, profitability has been materially in line with forecasts and positive cash flow has been maintained. The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue, such that they do not believe this to be a probable outcome. The directors have considered the implications of the financing arrangements related to the Company's investment in Kernel Limited on the group's cash flow forecasts and resources to ensure that the group can maintain its day-to-day services and meet its obligations as they fall due. Particular consideration has been given to the applied covenants included within the Group's debt facilities and the cash required to service interest payments as they fall due. This assessment has included consideration of the new debt facilities entered into subsequent to the year-end, as disclosed in note 18. As at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate cash balances and financial resources to meet these obligations for at least 12 months from the date of approval of the financial statements. The directors believe the Company will continue to be a going concern and have therefore prepared these financial statements on a going concern basis.
| 2.5 | 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.
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred. Page 12
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | 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.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Financial instruments
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below. Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. At amortised cost All of the Company's financial assets are subsequently measured at amortised cost. Financial assets are held in a business model whose objective is to hold assets in order to collect contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest. Subsequent to initial recognition, financial assets are measured at amortised cost using the effective interest method, less any loss allowance for expected credit losses. Interest income is recognised in profit or loss using the effective interest rate method. Financial liabilities Fair value through profit or loss Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship. Page 13
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) At amortised cost Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
| 2.10 | 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.
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 14
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The judgements, estimates and assumptions are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made. Recoverability of intra-group loans The Company has provided loans to its subsidiary companies which are repayable on demand. Loans are impaired to their recoverable value should the counterparty not have sufficient resources to repay the loan on demand after taking all possible steps including the sale of trade and assets. Fixed asset investments Where indicators of impairment are present, the Company prepares a discounted cash flow forecast to assess the future earnings of the assets acquired to assess whether an impairment loss is required. The discounted cashflow is discounted by a weighted cost of capital, applied by management, when comparing the future forecasts to the value in use of the cost generating units acquired.
4. | Auditor's remuneration
Auditors' remuneration incurred is borne by another group company. The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent company.
5. | Employees
The Company employed no staff during the year ended 31 December 2025 (2024 - Nil). Management and operational services are carried out on behalf of the Company by other UK group undertakings and charges are levied for these services on an arm's length basis. The directors did not receive any remuneration during the period as they consider the time spent on the Company's matters to be minimal and immaterial. Page 15
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional credit to profit or loss in respect of loan modifications | (1,361,356) | -
| Accelerated charge of transaction fees | 1,350,138 | -
| Impairment of amounts owed by group undertakings | - | 639,778
| The impairment recorded in the prior year related to amounts owed to the Company by Dartmouth Executive Search GmbH, a fellow subsidiary undertaking of the group headed by Kernel Equityco Limited. The directors of the group performed a strategic review during the prior year, following which it was determined that trade was to be ceased in Dartmouth Executive Search GmbH. The amounts owed by this fellow subsidiary to the Company were therefore impaired in full in the prior year. The exceptional credit recorded in the year ended 31 December 2025 represents the net impact on profit or loss as a result of loan modification adjustments recorded during the year as a result of early partial repayment of the Company's loans. This includes the net impact of remeasurement adjustments to the carrying value of the loan under the amortised cost model, with a related debit to profit or loss arising from the acceleration of amortisation of transaction fees previously capitalised at inception of the loan facility as a result of the modification in the year ended 31 December 2025.
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 5,815,000 | 5,234,082
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on loss for the year | 5,706 | -
| Deferred tax |  |
| Origination and reversal of timing differences | - | (274,019)
| Adjustments in respect of prior periods | 63,156 | -
| Tax charge/(credit) on loss | 68,862 | (274,019)
Page 16
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 8.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (5,809,319) | (5,893,683)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (1,452,330) | (1,473,421)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 350,362 | 1,330,422
| Group relief surrendered | 1,107,674 | 535,513
| Adjustments in respect of prior periods | 63,156 | -
| Movement in deferred tax not recognised | - | (666,533)
| Total tax charge/(credit) for the year/period | 68,862 | (274,019)
| At 31 December 2025, the Company had unused tax losses of £7,654 (2024 - £24,194) available for offset against future taxable profits. No deferred tax asset was recognised in respect of these tax losses in the prior year due to the uncertainty regarding the availability of sufficient future taxable profits against which to offset these amounts. A deferred tax asset has been recognised in respect of these tax losses in the current year, as described in note 14. In addition, the Company has total disallowed tax-interest expenses of £249,996 (2024 - £249,996) which may be allowable in future periods when such expenses become cash settled, subject to potential restrictions on the quantum of group relief claimable by fellow subsidiary undertakings of the parent company.
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 17
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 74,243,921
| At 31 December 2025 | 74,243,921
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Kernel Limited* | 125 London Wall, London. EC2Y 5AS | Holding company | Ordinary | 100%
| Granite Midco Limited** | 125 London Wall, London. EC2Y 5AS | Holding company | Ordinary | 100%
| Granite Bidco Limited** | 125 London Wall, London. EC2Y 5AS | Holding company | Ordinary | 100%
| Dartmouth Partners Ltd** | 125 London Wall, London. EC2Y 5AS | Recruitment services | Ordinary | 100%
| Catalyst Partners Global Limited** | 125 London Wall, London. EC2Y 5AS | Recruitment services | Ordinary | 100%
| Dartmouth Executive Search GmbH** | Taunusanlage 8, 60329 Frankfurt am Main | Recruitment services | Ordinary | 100%
| Dartmouth Partners SARL** | 33 rue la Fayette, 75009 Paris | Recruitment services | Ordinary | 100%
| Pure Recruitment Group Limited** | 125 London Wall, London. EC2Y 5AS | Recruitment services | Ordinary | 100%
| Pure Search International Limited** | The Center Space at Suite 7628, 76th floor, The Center, 99 Queen’s Road Central, Hong Kong | Recruitment services | Ordinary | 100%
| Pure Search International Pte** | 77 Robinson Road #16-00, Robinson 77, Singapore (068896) | Recruitment services | Ordinary | 100%
| Pure Search International Limited** | 12 E 49th Street, New York | Recruitment services | Ordinary | 100%
| Pure Search Germany GmbH** | Taunusanlage 8, 60329 Frankfurt am Main | Recruitment services | Ordinary | 100%
| Dartmouth Partners Inc** | 12 E 49th Street, New York | Recruitment services | Ordinary | 100%
| Granite Trustee 1 Limited** | 125 London Wall, London. EC2Y 5AS | Employee benefit trust | Ordinary | 100%
Page 18
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Subsidiary undertakings (continued)
| Name | Registered office | Principal activity | Class of shares | Holding
| Catalyst Partners Inc** | CT Corporation Systems, Corporation Trust Center 1209 Orange St. Wilmington, DE 19801 | Recruitment services | Ordinary | 100%
| Luminate Partners Limited** | 125 London Wall, London. EC2Y 5AS | Recruitment services | Ordinary | 100%
| Yale Consulting Group Limited** | 125 London Wall, London. EC2Y 5AS | Recruitment services | Ordinary | 100%
| Dartmouth Partners Hong Kong Limited** | Level 76, The Center, 99 Queen's Road Central, Hong Kong | Recruitment services | Ordinary | 100%
| * Directly held ** Indirectly held During the year, the Company incorporated two new subsidiary undertakings, Luminate Partners Limited and Yale Consulting Group Limited. No other investment transactions took place during the year.
Page 19
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Trade and other receivables
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Shareholder loans | 1,622,745 | 1,622,745
| Other assets | 545,989 | 545,989
|  | 2,168,734 | 2,168,734
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 7,115,469 | 7,860,646
| Deferred taxation | 210,863 | 274,019
|  | 7,326,332 | 8,134,665
| Amounts owed by group undertakings are interest free, repayable on demand and due within one year. Shareholder loans represent amounts advanced to shareholders. These loans are due for repayment in March 2029 and attract interest at a rate equal to the HMRC official rate of interest, currently 3.75%. Interest receivable on these loans has not been recognised in these financial statements as this is considered to be immaterial.
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 9,983,556 | 723,155
| Accruals | 960,419 | 910,520
|  | 10,943,975 | 1,633,675
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans (see note 13) | 44,235,233 | 48,485,516
Page 20
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within 2-5 years |  |
| Loans | 44,235,233 | 48,485,516
| The loan included within other loans is a loan facility provided by Three Hills Capital Partners Limited, a minority shareholder in the parent company. Interest on this loan accrues at 10% per annum, which consists of a 4% cash settled interest payment due bi-annually, and a further 6% accrued on the underlying value of the facility, on a compounded basis. This loan is secured by way of a fixed charge over the assets of the Group headed by Kernel Equityco Limited and is repayable in 2029. A partial early repayment was made on this loan during the year ended 31 December 2025, with loan modification adjustments recorded accordingly. The net profit or loss impact as a result is presented as an exceptional credit (see note 6).
14. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | 274,019
| Credited/(charged) to profit or loss | (63,156)
| At end of year | 210,863
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Non trade loan relationship deficits | 208,950 | 274,019
| Unused losses | 1,913 | -
|  | 210,863 | 274,019
| Tax losses will be utilised as future profits arise from the Company's ordinary course of business.
Page 21
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 121,576 Ordinary shares of £0.001 each | 122 | 122
The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.
16. | Reserves
Share premium account The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value. Profit and loss account This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
17. | Related party transactions
| During the year ended 31 December 2025, the Company advanced shareholder loans of £Nil (2024 - £Nil) to shareholders. At the balance sheet date, an amount of £1,622,745 was recorded as a receivable in respect of loans advanced to shareholders in previous financial periods and is presented within receivables due after more than one year. Within the financial year, £Nil (2024 - £25,000) of expenses were incurred from Three Hills Capital Partners, a minority shareholder of the ultimate parent undertaking, for services of the directors provided to the Group. There were no balances outstanding at the year end (2024 - £Nil). The Company has taken advantage of the exemption within FRS 101 to not disclose transactions with wholly owned group entities.
18. | Post balance sheet events
In February 2026, the Company entered into new debt facilities, resulting in the drawing of a new term loan facility and the option for a revolving credit facility. Subsequently, additional fixed charges have been created by the lender, secured against the Company's assets and those of the subsidiary companies in the wider group. Page 22
KERNEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Controlling party
The immediate and ultimate parent undertaking is Kernel Equityco Limited, a company registered in England and Wales. The largest and smallest group of undertakings for which group accounts for the year ending 31 December 2025 have been drawn up, is that headed by Kernel Equityco Limited. The registered office address of Kernel Equityco Limited is 125 London Wall, London, EC2Y 5AS. Copies of the group accounts are available from Companies House. The ultimate controlling party is L V Naidu by virtue of his majority shareholding in the ultimate parent undertaking.
Page 23