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REGISTERED NUMBER: 14416167 (England and Wales)

| Unaudited Financial Statements |

| for the Year Ended 31 December 2024 |

| for |

| Brasenose Commercial Limited |

Brasenose Commercial Limited (Registered number: 14416167)

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

Balance Sheet | 1 |

Notes to the Financial Statements | 3 |

Chartered Accountants' Report | 8 |

Brasenose Commercial Limited (Registered number: 14416167)

Balance Sheet

31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Investment property | 5 | 7,769,662 |  | 7,769,662 |  |

CURRENT ASSETS

Stocks | 117,704 |  | - |  |

Debtors | 6 | 120,758 |  | 738,138 |  |

Cash at bank | 106,236 |  | 65,714 |  |

344,698 |  | 803,852 |  |

CREDITORS

Amounts falling due within one year | 7 | (3,071,322 | ) | (2,088,670 | ) |

NET CURRENT LIABILITIES | (2,726,624 | ) | (1,284,818 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 5,043,038 |  | 6,484,844 |  |

CREDITORS

Amounts falling due after more than one year | 8 | (3,664,550 | ) | (5,454,452 | ) |

PROVISIONS FOR LIABILITIES | 10 | (252,652 | ) | (252,652 | ) |

NET ASSETS | 1,125,836 |  | 777,740 |  |

CAPITAL AND RESERVES

Called up share capital | 11 | 1,000 |  | 1,000 |  |

Revaluation reserve | 12 | 757,957 |  | 757,957 |  |

Retained earnings | 366,879 |  | 18,783 |  |

SHAREHOLDERS' FUNDS | 1,125,836 |  | 777,740 |  |

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

The members have not required the company to obtain an audit of its financial statements for the year 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.

Brasenose Commercial Limited (Registered number: 14416167)

Balance Sheet - continued

31 December 2024

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 9 December 2025 and were signed on its behalf by:

Mr R Thorniley - Director

Brasenose Commercial Limited (Registered number: 14416167)

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Brasenose Commercial Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

| Registered number: | 14416167

| Registered office: | Unit 7 Cornwall Street

| Parr Industrial Estate

| St. Helens

| WA9 1QT

| The presentation currency of the financial statements is the Pound Sterling (£).

| The parent company is Papavere Limited at the registered office address of Poppies House Unit 7 Cornwall Street, Parr Industrial Estate, St. Helens, Merseyside, England, WA9 1QT.

2. | STATEMENT OF COMPLIANCE

| 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.

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| At 31st December 2024, the company had net current liabilities of £2,726,624 (2023: £1,284,818). The company relies on the loan funding provided by its investors. The director is of the opinion that it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from a withdrawal of support by its investors.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Investment property

| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Taxation

| Taxation for the year 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.

Brasenose Commercial Limited (Registered number: 14416167)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

3. | ACCOUNTING POLICIES - continued

| 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 year 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.

4. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was NIL (2023 - NIL).

5. | INVESTMENT PROPERTY

| Total

£ |

| FAIR VALUE

| At 1 January 2024

| and 31 December 2024 | 7,769,662 |  |

| NET BOOK VALUE

| At 31 December 2024 | 7,769,662 |  |

| At 31 December 2023 | 7,769,662 |  |

| Fair value at 31 December 2024 is represented by:

£ |

| Valuation in 2023 | 1,010,610 |  |

| Cost | 6,759,052 |  |

7,769,662 |  |

| If investment property had not been revalued it would have been included at the following historical cost:

2024 | 2023 |

£ | £ |

| Cost | 6,759,052 |  | 6,759,052 |  |

| Investment property was valued on an open market basis on 17 October 2022 by Colliers International Consultants Ltd .

| The directors do not believe there to be a material change to the valuation dated 17 October 2022 and the value as at the balance sheet date. The directors adopt a policy of having an independent valuation every 3 years.

Brasenose Commercial Limited (Registered number: 14416167)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade debtors | 54,374 |  | 32,400 |  |

| Amounts owed by group undertakings | 30,000 |  | 750 |  |

| VAT | - |  | 693,459 |  |

| Called up share capital not paid | - |  | 250 |  |

| Prepayments | 36,384 |  | 11,279 |  |

120,758 |  | 738,138 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans and overdrafts | 169,674 |  | 113,972 |  |

| Trade creditors | 4,151 |  | - |  |

| Amounts owed to group undertakings | - |  | 1,950,160 |  |

| Tax | 116,032 |  | 6,220 |  |

| VAT | 43,373 |  | - |  |

| Amounts owed to related party | 2,678,924 |  | - |  |

| Accrued expenses | 59,168 |  | 18,318 |  |

3,071,322 |  | 2,088,670 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans - 1-2 years | 181,668 |  | 123,272 |  |

| Bank loans - 2-5 years | 625,063 |  | 428,427 |  |

| Bank loans more 5 yr by instal | 2,857,819 |  | 2,317,169 |  |

| Amounts owed to group undertakings | - |  | 2,585,584 |  |

3,664,550 |  | 5,454,452 |  |

| Amounts falling due in more than five years:

| Repayable by instalments

| Bank loans more 5 yr by instal | 2,857,819 |  | 2,317,169 |  |

Brasenose Commercial Limited (Registered number: 14416167)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

9. | SECURED DEBTS

| The following secured debts are included within creditors:

2024 | 2023 |

£ | £ |

| Bank loans | 3,834,224 |  | 2,982,840 |  |

| The bank loans are secured on Unit P6 Bedford Street, Unit 3 and 7 Cornwall Street, Parr Industrial Estate, St Helens and its associated assets.

| Bank loans are initially measured at cost.

10. | PROVISIONS FOR LIABILITIES

2024 | 2023 |

£ | £ |

| Deferred tax | 252,652 |  | 252,652 |  |

| Deferred |

| tax |

£ |

| Balance at 1 January 2024 | 252,652 |  |

| Gains on fair valuation of |

| investment properties |

| Balance at 31 December 2024 | 252,652 |  |

11. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 10,000 | Ordinary | 0.1 | 1,000 |  | 1,000 |  |

12. | RESERVES

| Revaluation

| reserve

£ |

| At 1 January 2024

| and 31 December 2024 | 757,957 |  |

Brasenose Commercial Limited (Registered number: 14416167)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

13. | RELATED PARTY DISCLOSURES

| Poppies Europe Ltd

| A company under common control and with the same Board of Directors.

| During the year Brasenose Commercial Ltd invoiced rent at the market rate of £717,600 (2023: £80,467) and recharged insurance at cost of £44,978 (2023: £11,279).

| During the year Poppies Europe Ltd made loans of £77,950 (2023: £4,535,744) to Brasenose Commercial Ltd and Poppies Europe Ltd received loan repayments of £1,934,770 (2023: £nil) from Brasenose Commercial Ltd.

| As at the balance sheet date Brasenose Commercial Ltd owed £2,678,924 (2023: £4,535,744) to Poppies Europe Ltd. The balance was fully repaid after balance sheet date.

| Papavere Ltd

| A company under common control and with the same Board of Directors.

| During the year Brasenose Commercial Ltd made interest free loans of £29,250 (2023: £750) to Papavere Ltd.

| As at balance sheet date Papavere Ltd owed £30,000 (2023: £750) to Brasenose Commercial Ltd.

14. | ULTIMATE CONTROLLING PARTY

| The controlling party is Papavere Holdings Limited.

Chartered Accountants' Report to the Board of Directors

on the Unaudited Financial Statements of

Brasenose Commercial Limited

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Brasenose Commercial Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Brasenose Commercial Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Brasenose Commercial Limited and state those matters that we have agreed to state to the Board of Directors of Brasenose Commercial Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Brasenose Commercial Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Brasenose Commercial Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Brasenose Commercial Limited. You consider that Brasenose Commercial Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Brasenose Commercial Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Sterling Partners Limited

Chartered Accountants

Chartered Tax Advisors

2nd Floor, Grove House

774-780 Wilmslow Road

Didsbury

Manchester

Greater Manchester

M20 2DR

Date: .............................................