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Registered number: 11694553
CYPRESS BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CYPRESS BIDCO LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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CYPRESS BIDCO LIMITED
COMPANY INFORMATION
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Fibron House Unit C Rd Park
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Chartered Accountants & Statutory Auditor
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CYPRESS BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Director presents his Strategic Report of Cypress Bidco Limited (the 'company') for the year ended 31 December 2024.
The company is a non-trading parent company. Details of its subsidiary undertaking is included in note 11.
At 31 December 2024, the company had net assets of £4,335,956 (2023: net assets of £4,335,956).
Key performance indicators
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Given the nature of the business, the company's Director is of the opinion that analysis using numerous key performance indicators is not necessary for an understanding of the development, performance or position of the business.
As a holding company, the key performance indicators to which the Director refers to are the financial performance and position of the company's subsidiary, Fibron BX Limited, the only trading entity in the Group. During the year ended 31 December 2024 the result for Fibron BX Limited was a profit of £5,124,539 (2023: profit of £4,490,264) and it had net assets of £22,723,418 (2023: net assets of £17,598,879). The Director considers this performance to have been satisfactory.
As of the date of these accounts the director has taken steps to dissolve the Company. These steps are set out in the post balance sheet events note in these accounts.
Principal risks and uncertainties
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The company's principal activity as a holding company exposes it to a number of financial risks, the most significant of which is the possible impairment in the carrying value of its investment. The carrying value is reviewed by management each year and compared to future discounted cash flows of the investment. Credit risk, cash flow risk and liquidity risk do not represent significant issues as the company does not trade. The company regularly reviews its financial exposure and seeks to limit the adverse effects on its financial performance by monitoring levels of debt finance and related finance costs.
This report was approved by the board and signed on its behalf by:
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CYPRESS BIDCO LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Director presents his annual report and the audited financial statements of Cypress Bidco Limited (the 'company') for the year ended 31 December 2024.
The company's principal activity during the year was that of a holding company. The company's principal subsidiary undertaking is shown in note 11 within the financial statements.
The profit for the year, after taxation, amounted to £nil (2023: loss of £298,928).
The Director does not recommend the payment of a dividend for the year (2023: £nil).
Directors' responsibilities statement
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The Director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law). Under company law the Director 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 the financial statements, the director is required to:
∙select suitable accounting policies and then apply them consistently;
∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The Director is 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 audited 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.
In the case of each Director in office at the date the Director's Report is approved:
∙so far as the Director is aware, there is no relevant audit information of which the company's auditors are unaware; and
∙they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
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CYPRESS BIDCO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Director who served during the year and up to the date of this report was:
Qualifying third party indemnity provisions
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The Director benefits from a qualifying third party indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third party actions against Directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Director's Report.
Matters covered in the Strategic Report
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As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Director's Report have been omitted as they are included in the Strategic Report on page 2. These matters relate to business review, principal risks and uncertainties and future developments.
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Director has carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The Director has taken account of these potential impacts in their going concern assessment.
The company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
As set out in note 18, subsequent to the year end steps were taken to effect the transfer the investment to another group company and to restructure intercompany balances, in order to prepare the company for dissolution. As a consequence, the Director considers it appropriate to prepare these accounts on a basis other than going concern. No material adjustments were required to adopt that basis.
Post balance sheet events
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On the 30th March 2026, the Members (Shareholders) of the Company passed a Special Written Resolution to reduce the Share premium reserve to £nil and convert £6,999,997 to the profit and loss reserves. On the 20th April 2026, the Company received a dividend of £13,680,823 from its subsidiary, Fibron BX limited. On the same day the Company paid a dividend of £11,000,000 to its parent, Cypress Midco Limited. On the 9th June, the Company sold its investment in the form of shares in Fibron BX Limited to Cypress Topco Limited, at a cost of £10,468,358. On 11th June 2026, Cypress Midco Limited waived an intergroup debtor loan to the Company of £11,000,000, and the Company waived debtor intergroup loan balances to Cypress Debtco Limited of £7,517,680 and Cypress Topco Limited of £10,499,100.
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CYPRESS BIDCO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditor, Forvis Mazars LLP, 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 by:
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CYPRESS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYPRESS BIDCO LIMITED
Opinion
We have audited the financial statements of Cypress Bidco Limited (the ‘company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its results 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.
Emphasis of Matter – basis of preparation
We draw attention to Note 2.4 to the financial statements which explains the steps taken to prepare the company for dissolution and that as a consequence the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is 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.
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CYPRESS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYPRESS BIDCO LIMITED
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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Director's 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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CYPRESS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYPRESS BIDCO LIMITED
Responsibilities of the Director
As explained more fully in the Statement of Directors' Responsibilities set out on page 3, the director is 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 director determines 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 director is 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 director intends either to liquidate the company or to cease operations, or has no realistic alternative but to do so.
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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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CYPRESS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYPRESS BIDCO LIMITED
In addition, we evaluated the director's and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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.
Lucy Hutchinson (Senior statutory auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
18 September 2026
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CYPRESS BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income
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Total comprehensive loss for the year
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The Statement of Comprehensive Income has been prepared on a basis other than going concern, reflecting the Director's intention to dissolve the Company in 2026, with support from Hexatronic Group AB until dissolution.
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The notes on pages 13 to 24 form part of these financial statements.
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CYPRESS BIDCO LIMITED
REGISTERED NUMBER: 11694553
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 24 form part of these financial statements.
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CYPRESS BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Total comprehensive result for the year
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The notes on pages 13 to 24 form part of these financial statements.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company is a private company, limited by shares and incorporated and registered in England and Wales. The registration number of the company is 11694553. The registered office of the company is Fibron House, Unit C Rd Park, Stephenson Close, Hoddesdon, EN11 0BW.
The company's principal activity during the year was that of a holding company. The company's principal subsidiary undertaking is shown in note 11 to the financial statements.
2.Accounting policies
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Basis of preparation of financial statements
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The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates, and is rounded to the nearest pound.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Hexatronic Group AB as at 31 December 2024 and these financial statements may be obtained from Sofierogatan 3A, SE-412 51 Gothenburg, Sweden.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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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 a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
As set out in note 18, subsequent to the year end steps were taken to effect the transfer the investment to another group company and to restructure intercompany balances, in order to prepare the company for dissolution. As a consequence, the Director considers it appropriate to prepare these accounts on a basis other than going concern. No material adjustments were required to adopt that basis.
Turnover, which excludes value added tax, represents the invoiced value of management services provided to other group companies and management services provided to third parties during the year. Turnover is recognised once the services have been performed.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentation currency is GBP.
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 the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.
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Interest receivable and similar income
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Interest receivable and similar income is recognised in the Statement of Comprehensive Income using the effective interest method.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to the Statement of Comprehensive Income 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.
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.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Valuation of investments including impairment
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Investments in subsidiaries are measured at cost less accumulated impairment.
At each Statement of Financial Position date, investments are assessed to determine whether there is an indication that the investment may be impaired. If there is such an indication the recoverable amount of the asset is compared to the recoverable amount of the asset.
The recoverable amount of the asset is the higher of the fair value less costs to sell and the asset's value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.
If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the Statement of Comprehensive Income.
If an impairment loss is subsequently reversed, the carrying amount of the investment is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the Statement of Comprehensive Income.
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Debtors: amounts falling due within one year
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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.
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Cash and cash equivalents
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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.
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Creditors: amounts falling due within one year
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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.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
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 Statement of Comprehensive Income.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price after transaction costs. 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.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the accounting policies, the Director is required to make judgements, estimates and assumptions affecting the carrying values 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, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions.
An estimate or judgement may be considered critical if it involves matters that are highly uncertain or where different estimation methods could reasonably have been used, or if changes in the estimate that would have a material impact on the company's results are likely to occur from period to period. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Recoverable amounts of investments
The Director considers that the judgement of whether or not to impair the company’s investments is critical. This judgement depends on the key estimate of their value. Please see note 2.10 for more detail regarding how this judgement and estimate is made. The carrying amount as at 31 December 2024 was £10,468,357 (2023: £10,468,357).
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An analysis of turnover by class of business is as follows:
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Management fees to group companies
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All turnover arose within the United Kingdom.
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The operating loss is stated after charging:
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Fees payable to the company's auditor for the audit of the company's financial statements amounting to £7,000 during the year (2023: £9,100) was borne by a fellow group undertaking during the current year and not recharged.
Fees payable to the company's auditor for all other services amounting to £975 during the year (2023: £2,150) was borne by a fellow group undertaking and not recharged.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The average monthly number of employees, including the Directors, during the year was as follows:
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The Director did not receive any remuneration for their services to the company during the year (2023: £nil).
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Interest receivable and similar income
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Interest receivable from group companies
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Interest payable and similar expenses
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Factors affecting tax charge for the year
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The tax assessed for the year is the same as (2023: higher than) the standard rate of corporation tax in the UK of25% (2023: 23.52%). The differences are explained below:
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Loss before tax multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.52%)
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Total tax charge for the year
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Factors that may affect future tax charges
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In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). There has been no change to corporation tax rates for the financial year ended 31 December 2024. For the financial year ended 31 December 2024 the weighted average tax rate is 25% (31 December 2023 weighted average tax rate was
23.5%). Deferred taxes at the balance sheet date are measured at 25%.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the company:
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Unit 2 Rd Park, Stephenson Close, Hoddesdon, Hertfordshire, EN11 0BW
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Design and manufacture of umbilicals and cables for offshore and surveying markets
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During the year, Fibron BX LLC, a company in which the board of Directors controlled the day to day activities, closed and therefore the company no longer holds an investment in Fibron BX LLC. There was no gain or loss on the disposal of the investment.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Included in amounts owed by group undertakings are £7,517,680 (2023: £7,517,680) which relates to an intercompany loan which is unsecured, repayable on demand and interest free. Amounts of £30,742 (2023: £30,742) relate to a repurchase of own shares at Cypress Topco Limited which accrues interest at a rate of nil% (2023: 7.92%) per annum.
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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The amounts owed to group undertakings are unsecured, bears interest at a rate of nil% (2023: 7.92%) and have no fixed repayment date.
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CYPRESS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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2 (2023: 2) Ordinary shares of £1.00 each
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The ordinary shares entitle the holder to one voting right and no right to fixed income.
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Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss account
This reserve represents the cumulative profits and losses of the company.
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Related party transactions
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The company is exempt from disclosing related party transactions with other group companies that are wholly owned within the group.
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Post balance sheet events
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On the 30th March 2026, the Members (Shareholders) of the Company passed a Special Written Resolution to reduce the Share premium reserve to £nil and convert £6,999,997 to the profit and loss reserves. On the 20th April 2026, the Company received a dividend of £13,680,823 from its subsidiary, Fibron BX limited. On the same day the Company paid a dividend of £11,000,000 to its parent, Cypress Midco Limited. On the 9th June, the Company sold its investment in the form of shares in Fibron BX Limited to Cypress Topco Limited, at a cost of £10,468,358. On 11th June 2026, Cypress Midco Limited waived an intergroup debtor loan to the Company of £11,000,000, and the Company waived debtor intergroup loan balances to Cypress Debtco Limited of £7,517,680 and Cypress Topco Limited of £10,499,100.
The company's immediate parent undertaking is Cypress Midco Limited, a company incorporated and registered in the United Kingdom.
The company's ultimate parent undertaking is Hexatronic Group AB, a company incorporated and registered in Sweden. Hexatronic Group AB is both the smallest and the largest group into which the company’s financial statements are consolidated. The financial statements of Hexatronic Group AB may be obtained from Sofierogatan 3A, SE-412 51 Gothenburg, Sweden.
The company's ultimate controlling party is Hexatronic Group AB, by virtue of its majority shareholding in the company.
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