These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Project Mersey Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2 Olympic Park, Woolston Grange Avenue, Warrington, Cheshire, WA2 0YL.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Project Mersey Midco Limited is a wholly owned subsidiary of Project Mersey Topco Limited and the results of Project Mersey Midco Limited are included in the consolidated financial statements of Project Mersey Topco Limited which are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

At the balance sheet date the company had net liabilities of £3,321,000 (2023: £1,752,469) and has recorded a loss of £1,569k (2023: £1,563k). The company's forecasts are accumulated into the group (headed by Project Mersey Topco Limited) forecasts alongside the other companies within the group. The group has considerable financial resources together with forecast cash generation from operations. As a result, the Directors believe that the group is well placed to manage its business risks and have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they have adopted the going concern basis in preparing the financial statements.true

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, loan notes and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The average monthly number of persons (including directors) employed by the company during the year was:

Details of the company's subsidiaries at 31 December 2024 are as follows:

The loan notes are secured by a fixed and floating charge over the assets of the fellow group companies and are repayable on 30 November 2027.

The loan notes consist of £14,425,170 Facility A loan notes and £320,720 loan Facility B loan notes. Interest is charge at 10% with 8% due quarterly and 2% being accrued and paid at redemption date. The Facility B loan notes also accrue an additional 2.3% redemption premium annually payable at redemption date. Interest accrued on loan notes is included in accruals and deferred income balance and amounted to £1,944k (2023: £1,560k).

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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 loss 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.

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

The ultimate parent undertaking of Project Mersey Midco Limited is Project Mersey Topco Limited, which prepares consolidated financial statements. The registered address of Project Mersey Topco Limited is Unit 2, Olympic Park, Woolston Grange Avenue, Warrington, WA2 0YL.