Registered number: 14684330
FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the Strategic Report for the year ended 31 December 2025.
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.
The Company has assessed the investments it holds in its underlying subsidiary companies for impairment and deemed that no impairment is necessary.
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.
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.
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.
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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.
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.
The directors who served during the year were:
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.
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.
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.
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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.
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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).
Basis for 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KERNEL BIDCO LIMITED (CONTINUED)
Matters on which we are required to report by exception
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.
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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.
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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.
Senior Statutory Auditor
for and on behalf of
Statutory Auditor
Chartered Accountants
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 23 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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.
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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.
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 16
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Share premium account
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 byKernel 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 isL V Naidu by virtue of his majority shareholding in the ultimate parent undertaking.
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
The ultimate controlling party is
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