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For the Year Ended
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Heisenberg UK BidCo Limited
Company Information
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Heisenberg UK BidCo Limited
Contents
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Heisenberg UK BidCo Limited
Strategic Report
For the Year Ended 31 December 2025
The Directors present their Strategic Report for the period ended 31 December 2025.
During the year Heisenberg UK BidCo Limited maintained its key strategic role as owner and shareholder of its direct and indirect subsidiaries.
For the past decade, growth has been the metric that defined success. Every company chased it. Every team measured it. Every board demanded it.
But somewhere along the way, growth became a performance, a show of progress rather than progress itself. Dashboards filled up, strategies multiplied, and innovation departments bloomed. Yet the results often stayed the same. What looked like acceleration was, in truth, growth theatre, all motion, little movement. The world doesn’t need more growth. It needs better growth. Consumers are evolving faster than companies. Platforms emerge and explode in the time it takes to brief a campaign. New technologies redefine categories overnight. AI collapses the distance between creativity and code, between brand and performance. And DEPT® is perfectly engineered for this mission. We drive customer growth for midsize to enterprise clients through end-to-end solutions ranging from advanced data engineering to digital marketing and AI-driven transformation. We are focused on better growth - we’re committed to doing business the right way. We are united in building a company that has a positive impact on our people, our clients, and society. As a Certified B Corp, we are proud to be part of a global community of businesses balancing purpose and profit to be a force for good. Summary financial information Loss Before Tax: Loss before tax increased to £0.9m (2024: loss of £0.01m). The increased loss was primarily driven by no dividends being received from subsidiary undertakings during the financial year. Interest Payable and Similar Expenses: £1.2m (2024: £1.3m), representing a slight decrease year-on-year. Net Assets: Decreased to £9.0m (2024: £10.0m), reflecting the net loss recognised during the year. Heisenberg UK BidCo Limited is a holding company, management company and shared service centre only. Over the course of the next 12 months the Company intends to continue its role as a shareholder for its direct and indirect subsidiaries. Heisenberg UK BidCo Limited is a 100% owned subsidiary of Digital Agency Holding B.V and therefore makes use of the exemption to provide consolidated financial statements, electing instead to consolidate at a ' Dept Group' level. The ' Dept Group ' consolidated accounts are publicly available from Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands. B Corp Certification DEPT® remains committed to its status as a Certified B Corp, reflecting our dedication to high standards of social and environmental performance, accountability, and transparency. In early 2025, the Group successfully completed its first recertification process.
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Heisenberg UK BidCo Limited
Strategic Report (continued)
For the Year Ended 31 December 2025
This achievement validated the integration of our expanded global operations, incorporating our teams in the US, Australia, and India into the certification scope for the first time. Moving forward, we continue to utilise the B Corp framework to drive improvement initiatives and ensure our business serves as a consistent force for good. Awards In 2025, DEPT® received significant international recognition, including Network of the Year at the Webby Awards, Agency of the Year at both the Lovie Awards and Anthem Awards, alongside multiple project-level honours across categories. These accolades underscore DEPT®'s dedication to innovation, creativity, and impactful work in the digital agency landscape. Campaign’s Global Agency of the Year Awards: DEPT® received the Silver award for Global Digital Innovation Agency of the Year, acknowledging its innovative use of technology in projects such as AI tools for teaching American Sign Language and immersive experiences for brands like Boss in Dubai. These accolades underscore DEPT®'s dedication to innovation, creativity, and impactful work in the digital agency landscape. Outlook and expected developments in 2026 For DEPT®, 2026 is expected to be characterised by continued focus on scaling its growth invention model, strengthening leadership in AI-enabled products and services, and deepening client relationships. This direction is supported by the appointment of a Chief Product Officer in early 2026 to help scale DEPT®’s product and AI capabilities. At the same time, macroeconomic uncertainty, trade-related disruption and changing consumer behaviour are expected to continue influencing client priorities and spending patterns. DEPT®’s own 2025 NavigatorIQ research, based on a survey of more than 4,000 consumers across five markets, indicated heightened consumer sensitivity to price increases, delivery disruption and brand transparency. This reinforces the expectation that clients will continue to prioritise measurable return on investment, local relevance and trusted customer communication in 2026 Overall, DEPT® believes it is well positioned for 2026, supported by its integrated offering across marketing and technology, its growing AI capabilities, and its continued focus on helping clients deliver growth in a more complex and fast-changing market environment
Heisenberg UK BidCo Limited is a holding company, management company and shared service centre only.
DEPT® operates in a competitive global market where client expectations, pricing pressure, and rapid technological shifts continually redefine the competitive landscape. Macroeconomic factors can influence client budgets, project pipelines, and overall demand for digital services, which can give rise to uncertain growth assumptions. Geopolitical developments may further impact market stability, supply chains, and client investment priorities. Additionally, evolving regulatory frameworks across jurisdictions pose ongoing compliance and operational challenges. To mitigate this, DEPT® continually evolves its strategy in response to changing market conditions. In addition, management actively monitors macroeconomic, geopolitical and regulatory developments to enable timely identification of risks and appropriate responsive actions. The pace of AI-driven disruption could render certain services, tools, or delivery models less competitive if DEPT® fails to adapt quickly enough. At the same time, increased efficiency through automation challenges traditional pricing models, potentially reducing billable hours unless value-based or outcome-driven pricing structures are established. AI also reshapes client expectations and accelerates innovation cycles. To mitigate this, DEPT® continues to invest in targeted development programmes. This is further supported by focused incubator initiatives which explore and accelerate the practical application of emerging technologies, including AI, within the business. In parallel, management closely monitors technological developments and evolving client expectations to ensure timely adaptation of services, delivery models, and pricing approaches.
See the Summary financial information included above for details of the financial key performance indicators.
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Heisenberg UK BidCo Limited
Strategic Report (continued)
For the Year Ended 31 December 2025
The Directors consider that they have acted, both individually and collectively, in a way that they consider in good faith would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they had regard to the stakeholders and matters set out in Section 172(1)(a) to (f) of the Companies Act 2006.
As an intermediate holding company within the Digital Agency Subholding B.V. group, the Company’s principal activity is to hold investments in subsidiary undertakings. It has no direct employees, external customers, or independent operational suppliers. Consequently, the Company’s stakeholders are predominantly its immediate and ultimate parent undertakings, its subsidiary companies, and group financing partners. Principal Decisions and Long-Term Consequences The Board's decisions during the financial year focused on capital management, investment performance oversight, and maintaining corporate governance structures. When making strategic decisions—such as the decision not to declare a dividend to the parent company and instead retain all profits, the Directors considered the long-term impact on the financial position of both the Company and the wider Group, ensuring capital adequacy was protected. Stakeholder Engagement • Shareholders: The Company is a wholly-owned subsidiary. The Directors engage directly with the ultimate parent company by aligning strategic objectives with wider Group policies, maintaining transparent board communications, and reporting financial performance regularly. • Subsidiaries: The Company promotes the success of its subsidiaries by monitoring their operational performance, providing required capital structures, and ensuring appropriate governance is maintained across downstream entities. • Employees, Customers, and Suppliers: The Company has no direct operating footprint in these categories. However, as part of the Digital Agency Subholding B.V. group, the Company’s directors ensure that downstream subsidiaries operate in accordance with the Group's overarching codes of conduct, employee engagement frameworks, and sustainable supply chain initiatives. • Community and Environment: Due to its nature as a holding entity, the Company has no direct environmental impact. The Board relies on and fully supports the environmental strategies and net-zero targets established at the Group level. Business Conduct and Fair Treatment The Directors are committed to maintaining high standards of corporate governance and business conduct. The Company relies on established Group-wide policies regarding anti-bribery, whistleblowing, and legal compliance. As the Company has a single corporate shareholder, the requirement to act fairly between different members of the Company was inherently satisfied during the period.
This report was approved by the board and signed on its behalf.
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Heisenberg UK 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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £911,516 (2024 -loss £11,779).
The directors do not recommend payment of a dividend.
The directors who served during the year were:
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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Heisenberg UK BidCo Limited
Directors' Report (continued)
For the Year Ended 31 December 2025
The auditors, Hurst Accountants 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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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited
We have audited the financial statements of Heisenberg UK BidCo Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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.
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations.
°Detecting and responding to the risks of fraud.
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud
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Heisenberg UK BidCo Limited
Independent Auditors' Report to the Members of Heisenberg UK BidCo Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
Date:
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Heisenberg UK BidCo Limited
Statement of Income and Retained Earnings
For the Year Ended 31 December 2025
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Heisenberg UK BidCo Limited
Registered number: 12503141
Statement of Financial Position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 22 form part of these financial statements.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Heisenberg UK Bidco Limited is a private company limited by shares, incorporated in England and Wales. The address of the registered office is 9th Floor, Bridgewater House, Whitworth Street, Manchester, M1 6LT. The nature of the Company's operations is that of a holding company.
2.Accounting policies
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 following principal accounting policies have been applied:
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 Digital Agency Holding B.V. as at 31 December 2025 and these financial statements may be obtained from Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands.
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.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
The company has prepared the financial statements for the financial year ending 31st December 2025 on a going concern basis which assumes continuity of current business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
The group headed by Digital Agency Holding B.V. has prepared financial forecasts to September 2027 and the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.
Functional and presentation currency
Transactions and balances
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. Provision for impairment loss on investments in subsidiaries Management assess at each reporting date whether there is an indication that the investment in the subsidiary of £21,905,514 (2024: £21,905,514) is impaired. If any such indication exists, management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in the profit or loss.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
There were no factors that may affect future tax charges.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Share premium account
Profit and loss account
There is a fixed and floating charge over the assets of the company in respect of a senior facilities agreement of EUR 185,000,000 (2024: EUR 185,000,000) held by a foreign parent entity, Digital Agency Holding B.V. The company is one of three UK-based group companies acting as chargor in the agreement.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £33,557 (2024: £11,529). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the reporting date and are included in creditors.
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Heisenberg UK BidCo Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
The immediate parent undertaking is Digital Agency Subholding B.V., a company registered in The Netherlands.
The smallest group for which consolidated accounts are prepared is Digital Agency Subholding B.V., a company registered in The Netherlands at Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands. The largest group for which consolidated accounts are prepared is Digital Agency Holding B.V., a company registered in The Netherlands at the same address as above. Consolidated accounts are available from the registered offices listed above. The Carlyle Group Inc. is the ultimate parent undertaking (NASDAQ: CG).
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