REGISTERED NUMBER: 15655538 (England and Wales)

Unaudited Financial Statements

for the Period 17 April 2024 to 31 December 2024

for

Bray Midco Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Ms S Collins

Ms K Hallett

Mr G Paul-Florence

REGISTERED OFFICE:

Ellenborough House

Wellington Street

Cheltenham

GL50 1YD

REGISTERED NUMBER:

15655538 (England and Wales)

ACCOUNTANTS:

Wilson Partners Limited

Chartered Accountants

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

FIXED ASSETS

Investments

4

1

CURRENT ASSETS

Debtors

5

5,447,999

CREDITORS

Amounts falling due within one year

6

(95,999

)

NET CURRENT ASSETS

5,352,000

TOTAL ASSETS LESS CURRENT LIABILITIES

5,352,001

CREDITORS

Amounts falling due after more than one year

7

(5,670,187

)

NET LIABILITIES

(318,186

)

CAPITAL AND RESERVES

Called up share capital

1

Retained earnings

(318,187

)

(318,186

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2025 and were signed on its behalf by:

Ms K Hallett - Director

1.	STATUTORY INFORMATION

Bray Midco 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 presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Bray Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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. Actual results may differ from these estimates.

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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The company does not make significant estimates and assumptions concerning the future.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

Additions

1

At 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

5,447,999

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

95,999

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Other creditors

5,670,187

Bray Midco Limited entered into loan note agreements on 28 May 2024 with funds managed by MNL Nominees Ltd and management. The total amount of £5,352,000 was issued in loan notes consisting of £5,218,000 secured priority A loan notes and £134,000 secured B loan notes. All loan notes are repayable in 2029, or earlier if a qualifying condition is satisfied. Interest on the loan notes accrue at a rate of 10% per annum. Secured loan notes are secured by a fixed and floating charge over the assets of the company as well as those of fellow group members Bray Group Limited, Bray Finance Limited and Bray Holdco Limited.

8.	SECURED DEBTS

The following secured debts are included within creditors:

£

Other loans

5,670,187

9.	ULTIMATE CONTROLLING PARTY

The parent company which prepares consolidated financial statements in which these accounts are included is Bray Holdco Limited a limited company registered under 15655153 in England & Wales with its registered office being Ellenborough House, Wellington Street, Cheltenham, United Kingdom, GL50 1YD.

The ultimate controlling party is considered to be Ethos Partners LLP, a limited liability partnership registered under OC420647 in England and Wales with its registered office being 1 Earlham Street, London, WC2H 8HL acting in its capacity as the investment manager of assets held by MNL Nominees Limited.