Registered number: 16053374
COMPANY INFORMATION
CONTENTS
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
undertakings.
The profit for the period, after taxation, amounted to £75,134.
The directors do not recommend the payment of a dividend.
The directors who served during the period were:
L. Mullins was appointed as a director on 7 April 2026, after the year end.
The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the year.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Company had profit before tax of £77,965 and net current liabilities of £6,086,206 at 31 December 2025. The directors have considered the Company’s financial position and its forecast cash requirements for a period of at least twelve months from the date of approval of these financial statements.
As at 31 December 2025, the Company was reliant on the continued financial support of its parent/group undertakings in the form of the unsecured intercompany balances disclosed in note 9 of these financial statements. The directors have obtained confirmation that this balance will not be recalled for a period of at least twelve months from the date of approval of these financial statements. The directors are satisfied that there is a high level of certainty that future income will cover all foreseeable costs and consequently, it is not anticipated that further financial support will be needed.
Having considered the financial position of the Company, its profit generation to date and the availability of group support, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW UK OPCO LTD
We have audited the financial statements of New UK Opco Ltd (the 'Company') for the period 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 101 ‘Reduced Disclosure Framework’ (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 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 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 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 Auditor's 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW UK OPCO LTD (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has 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 Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW UK OPCO LTD (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 Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙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 including:
−The Companies Act 2006;
−Financial Reporting Standard 101;
−UK Employment Legislation;
−UK Health and Safety Legislation;
−General Data Protection Regulation; 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.
∙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 that 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 journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
−Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
−Timing of revenue recognition; and
−The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in their best interests.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW UK OPCO LTD (CONTINUED)
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 Auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
2nd Floor, Origin One
108 High Street
RH10 1BD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD 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 10 to 18 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
New UK Opco Ltd is a private company, limited by shares and incorporated and registered in England and Wales. Its registered office and principal place of activity is 110 Windmill Road, Sunbury On Thames, Middlesex, TW16 7HD.
The Company was incorporated on 31 October 2024. These financial statements are therefore the Company’s first financial statements and cover the period from incorporation on 31 October 2024 to 31 December 2025.
The Company was incorporated on 31 October 2024. These financial statements are therefore the Company’s first financial statements and cover the period from incorporation on 31 October 2024 to 31 December 2025.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The 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 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:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
The Company is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
This information is included in the consolidated financial statements of Hamilton Thorne Holdings UK Limited as at 31 December 2025 and these financial statements may be obtained from Companies House or 110 Windmill Road, Sunbury-On-Thames, Middlesex, England, TW16 7HD.
This information is included in the consolidated financial statements of Hamilton Thorne Holdings UK Limited as at 31 December 2025 and these financial statements may be obtained from Companies House or 110 Windmill Road, Sunbury-On-Thames, Middlesex, England, TW16 7HD.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company had profit before tax of £77,965 and net current liabilities of £6,086,206 at 31 December 2025. The directors have considered the Company’s financial position and its forecast cash requirements for a period of at least twelve months from the date of approval of these financial statements.
As at 31 December 2025, the Company was reliant on the continued financial support of its parent/group undertakings in the form of the unsecured intercompany balances disclosed in note 9 of these financial statements. The directors have obtained confirmation that this balance will not be recalled for a period of at least twelve months from the date of approval of these financial statements. The directors are satisfied that there is a high level of certainty that future income will cover all foreseeable costs and consequently, it is not anticipated that further financial support will be needed.
Having considered the financial position of the Company, its profit generation to date and the availability of group support, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful life, using the straight-line method.
The estimated useful lives range as follows:
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.
Depreciation is charged to 'Administrative expenses' in the Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
3.1 Critical judgements in applying the Company's accounting policies
The Directors review the Company’s fixed asset investments annually and use their judgement to identify potential indicators of impairment, and any adjustments required to the valuation of investments as a result. In making this judgement, the Directors consider the performance and financial position of each subsidiary, together with the present value of future economic benefits expected to flow to the Company as a result of the investment. The directors have concluded that there is no impairment as at 31 December 2025.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
5.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Ordinary shares carry full voting, dividend and capital distribution rights (including on a winding up) and do not confer any rights of redemption.
Profit and loss account
Hamilton Thorne Holdings UK Limited is the immediate parent company. The registered address of the immediate parent company is 110 Windmill Road, Sunbury-On-Thames, Middlesex, England, TW16 7HD.
Astorg Partners is the ultimate parent company. The registered address is 68 Rue Du Faubourg, Saint-Honore, 75008, Paris.
The smallest group in which the entity is consolidated is Hamilton Thorne Holdings UK Limited.
The largest group into which the entity is consolidated is Cradle Lux Bidco, a company registered in Luxembourg. The registered address is 15, rue Edward Steichen, L-2540 Luxembourg. Copies of the accounts for Cradle Lux Bidco may be obtained from 15, rue Edward Steichen, L-2540 Luxembourg.
Astorg Partners is the ultimate parent company. The registered address is 68 Rue Du Faubourg, Saint-Honore, 75008, Paris.
The smallest group in which the entity is consolidated is Hamilton Thorne Holdings UK Limited.
The largest group into which the entity is consolidated is Cradle Lux Bidco, a company registered in Luxembourg. The registered address is 15, rue Edward Steichen, L-2540 Luxembourg. Copies of the accounts for Cradle Lux Bidco may be obtained from 15, rue Edward Steichen, L-2540 Luxembourg.
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