Company registration number: 05613954
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents her strategic report for the year ended 31 December 2025.
The Company trades as an international art services company. The principal trading activities involve working with leading artists and estates across publishing, print-making, digital, film and art research.
The results of the Company, presented within these financial statements, represent results from ongoing trading activities in the year.
Turnover for the year was £23.0m (2024 - £31.3m), a decrease of 27% from the prior year. The art market was challenging in the year and experienced a moderate recalibration, however it is showing signs of stabilisation. The market has seen rising operating overheads which has led to a decrease in gross profit for the year to £6.0m (2024 - £15.1m).
The Company continues to keep abreast of trends within the art industry as well as changes in the macroeconomic environment, whilst maintaining an understanding of client and customer requirements through regular contact and discussion. The Company acknowledges that to achieve its goals, it needs to develop and foster key relationships with its existing artists, as well as new ones where it is a right fit for our business, to build on both the Company’s reputation and the artists long term success. The Company and its staff work closely with artists in developing their styles and portfolios. Artists and other suppliers are often long standing, have regular reviews with key members of staff and enjoy trading terms and relationships appropriate to both parties.
The results in 2026 are showing positive signs with YTD revenue to August 2026 being equivalent to the full year revenue in 2025.
Downside scenarios were run over the time period between the balance sheet date and the period ending 30 September 2027; these scenarios modelled a reduction in revenues and showed that the company would break-even in the worst case scenario, therefore giving management comfort over the going concern assumption.
The results of the Company, presented within these financial statements, represent results from ongoing trading activities in the year.
Turnover for the year was £23.0m (2024 - £31.3m), a decrease of 27% from the prior year. The art market was challenging in the year and experienced a moderate recalibration, however it is showing signs of stabilisation. The market has seen rising operating overheads which has led to a decrease in gross profit for the year to £6.0m (2024 - £15.1m).
The Company continues to keep abreast of trends within the art industry as well as changes in the macroeconomic environment, whilst maintaining an understanding of client and customer requirements through regular contact and discussion. The Company acknowledges that to achieve its goals, it needs to develop and foster key relationships with its existing artists, as well as new ones where it is a right fit for our business, to build on both the Company’s reputation and the artists long term success. The Company and its staff work closely with artists in developing their styles and portfolios. Artists and other suppliers are often long standing, have regular reviews with key members of staff and enjoy trading terms and relationships appropriate to both parties.
The results in 2026 are showing positive signs with YTD revenue to August 2026 being equivalent to the full year revenue in 2025.
Downside scenarios were run over the time period between the balance sheet date and the period ending 30 September 2027; these scenarios modelled a reduction in revenues and showed that the company would break-even in the worst case scenario, therefore giving management comfort over the going concern assumption.
The principal risks and uncertainties faced by the Company are:
Foreign Currency Risk
The Company's activities expose it to the financial risk of changes in foreign currency, principally the Euro and US dollar. The Company manages the risk by using appropriate hedging techniques.
Liquidity Risk
The Company monitors cash as part of its day-to-day control procedures. The Company does not use derivative financial instruments for speculative purposes.
Credit Risk
The Company's credit risk is primarily due to trade receivables.
Foreign Currency Risk
The Company's activities expose it to the financial risk of changes in foreign currency, principally the Euro and US dollar. The Company manages the risk by using appropriate hedging techniques.
Liquidity Risk
The Company monitors cash as part of its day-to-day control procedures. The Company does not use derivative financial instruments for speculative purposes.
Credit Risk
The Company's credit risk is primarily due to trade receivables.
The director uses both financial and non-financial performance indicators to monitor the company's position. The key financial performance indicators are sales of £23.0m (2024 - £31.3m) and gross profit of £6.0m (2024 - £15.1m).
The Company's current ratio for the year was 1.0 which is a decrease from 1.07 in 2024.
The Company's current ratio for the year was 1.0 which is a decrease from 1.07 in 2024.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The key non-financial performance indicators are artist and stakeholder relationships.
This report was approved by the board and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents her report and the financial statements for the year ended 31 December 2025.
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is 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;
∙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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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 £4,032,525 (2024 - profit £2,932,510).
No interim dividends were paid in the year (2024 - £1,400,000). The director recommends that no final dividend be paid.
The director who served during the year was:
The director expects the Company to continue to trade as an international art services business for the foreseeable future. The Company continues to seek improvements in operational efficiency and effective cost management.
There have been no significant events affecting the Company since the year end.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, Menzies 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENI SOHO LIMITED (FORMERLY PIERCE PROTOCOLS LIMITED)
We have audited the financial statements of Heni Soho Limited (formerly Pierce Protocols Limited) (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's 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 director 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 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. 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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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENI SOHO LIMITED (FORMERLY PIERCE PROTOCOLS 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 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.
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 Director's Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENI SOHO LIMITED (FORMERLY PIERCE PROTOCOLS 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:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
∙The Companies Act 2006;
∙Financial Reporting Standard 102; and
∙UK tax legislation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Identifying and testing high risk journal entries, in particular with unusual descriptions or account combinations.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENI SOHO LIMITED (FORMERLY PIERCE PROTOCOLS LIMITED) (CONTINUED)
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 Auditor
4th Floor
95 Gresham Street
EC2V 7AB
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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 13 to 31 form part of these financial statements.
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
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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
Heni Soho Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. The Company's principal place of business address is 29-35 Lexington Street, London, W1F 9AH.
On 9 March 2026, it changed its name from Pierce Protocols Limited to Heni Soho Limited.
On 9 March 2026, it changed its name from Pierce Protocols Limited to Heni Soho Limited.
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.
Monetary amounts in these financial statements are rounded to the nearest £.
Monetary amounts in these financial statements are rounded to the nearest £.
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 Heni Holdings Limited as at 31 December 2025 and these financial statements may be obtained from the Registrar of Companies.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The director confirms that having reviewed the Company’s cash requirement for a period of twelve months from the date of these financial statements, there is a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet their liabilities as and when they fall due.
Current trading
The trading position for the 8 month period ended 31 August 2026 noted a significant uplift on revenue compared to the same period in the prior year.
Scenarios
The Company has prepared cashflow projections for a period of twelve months subsequent to the date of signing the financial statements and these show significant cash reserves throughout the period. Downside scenarios which are considered severe but plausible were run over the time period between the balance sheet date and 30 September 2027; these scenarios modelled a reduction in revenue and it was concluded that there was sufficient cash reserves in the Company.
Furthermore, the main funder of the Company has confirmed that they will continue to fund the Company and will not call in any debt in the foreseeable future.
On this basis, the director considers that the financial resources available to the Company are adequate to meet its operational needs for the foreseeable future. Accordingly, the going concern basis has been adopted in preparing the financial statements.
Current trading
The trading position for the 8 month period ended 31 August 2026 noted a significant uplift on revenue compared to the same period in the prior year.
Scenarios
The Company has prepared cashflow projections for a period of twelve months subsequent to the date of signing the financial statements and these show significant cash reserves throughout the period. Downside scenarios which are considered severe but plausible were run over the time period between the balance sheet date and 30 September 2027; these scenarios modelled a reduction in revenue and it was concluded that there was sufficient cash reserves in the Company.
Furthermore, the main funder of the Company has confirmed that they will continue to fund the Company and will not call in any debt in the foreseeable future.
On this basis, the director considers that the financial resources available to the Company are adequate to meet its operational needs for the foreseeable future. Accordingly, the going concern basis has been adopted in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised when the company has delivered goods and no other significant obligation remains unfulfilled that may affect the customer's acceptance of the products.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Cryptocurrency is initially recognised at cost. After recognition, under the cost model, cryptocurrency is measured at cost less any accumulated impairment losses.
Intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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 entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Financial costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Financial costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical Judgments
Management conducts a quarterly review of receivables to assess their recoverability. This process involves evaluating whether there is evidence of a significant change in the debtor's ability to meet payment obligations or notable shifts in the market conditions affecting the debtor's operations.
Inventory, intangible assets, property, plant and equipment, and investments in subsidiaries are assessed for impairment whenever there is objective evidence or an indication of potential impairment. Management routinely evaluates the value in use of these assets to identify any impairment or changes in their useful lives. Where necessary, management adjusts depreciation charges, makes provisions for impairment or writes off assets as deemed appropriate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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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
12.Taxation (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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Included in other loans payable at the year-end of £10,409,320 (2024: £8,173,442) is a loan of £420,980 (2024: £420,980) which is secured by a first legal charge over some of the company's Edition stocks.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Profit and loss account
Page 29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totaling £31,444 (2024 - £473) were payable to the fund at the reporting date and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The immediate parent undertaking is Heni Limited, a company registered in England and Wales.
Heni Holdings Limited prepares group financial statements, which are the largest, and the smallest group financial statements within which the results of the company are included, and which are publicly available from Companies House.
The ultimate controlling party is Joseph Hage by virtue of him controlling, directly or indirectly, 100% per cent of the issued share capital of the company.
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