REGISTERED NUMBER: SC434153 (Scotland)

Financial Statements For The Period 1 April 2024 to 30 March 2025

for

Fuel Juice Midco Limited

Page

Company Information

1

Abridged Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTOR:

E J Weston

REGISTERED OFFICE:

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

REGISTERED NUMBER:

SC434153 (Scotland)

ACCOUNTANTS:

Robb Ferguson Chartered Accountants

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

FIXED ASSETS

Investments

4

75,251

75,251

CURRENT ASSETS

Debtors

5

5,627,342

5,628,393

CREDITORS

Amounts falling due within one year

199,811

199,743

NET CURRENT ASSETS

5,427,531

5,428,650

TOTAL ASSETS LESS CURRENT LIABILITIES

5,502,782

5,503,901

CREDITORS

Amounts falling due after more than one year

5,277,343

5,277,343

NET ASSETS

225,439

226,558

CAPITAL AND RESERVES

Called up share capital

75,251

75,251

Retained earnings

150,188

151,307

SHAREHOLDERS' FUNDS

225,439

226,558

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 March 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 March 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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.

All the members have consented to the preparation of an abridged Statement of Comprehensive Income and an abridged Statement of Financial Position for the period ended 30 March 2025 in accordance with Section 444(2A) of the Companies Act 2006.

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

The financial statements were approved by the director and authorised for issue on 19 December 2025 and were signed by:

E J Weston - Director

1.	STATUTORY INFORMATION

Fuel Juice Midco Limited is a private company, limited by shares , registered in Scotland. 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.

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Financial instruments

Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in the statement of comprehensive income. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in the statement of comprehensive income.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income.

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 statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Fixed asset investments

Investments are measured at cost less impairment.

Financial instruments

Financial instruments are included on the statement of financial position in respect of loan notes which have been issued by Fuel Juice Bidco Limited and issued to Fuel Juice Topco Limited. They are recognised at the value of proceeds received and paid less direct issue costs. Interest is recognised in the statement of comprehensive income on an accruals basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 (2024 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:

Totals

£

COST

At 1 April 2024

and 30 March 2025

75,251

NET BOOK VALUE

At 30 March 2025

75,251

At 31 March 2024

75,251

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Fuel Juice Bidco Limited

Registered office: Regent Court, 70 West Regent Street, Glasgow, Scotland, G2 2QZ

Nature of business: A head office company

%

Class of shares:

holding

Ordinary

100.00

5.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other debtors

1,672,238

1,672,238

6.	FINANCIAL INSTRUMENTS

On 21 December 2012, the company issued £1,672,238 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022,26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the year end, all of these loan notes were held by Fuel Juice Topco Limited, the 100% shareholder of the company.

On 21 December 2012, the company issued a separate, £2,433,105 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022, 26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the year end, the loan notes were held by Fuel Juice Bars (Holdings) Limited, the ultimate parent company.

On 21 December 2012, the company purchased £1,672,238 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022, 26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the year end, all of these loan notes were due by Fuel Juice Bidco Limited, a 100% subsidiary of the company.

On 28 January 2016, the company issued £400,000 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022, 26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the year end, the loan notes were held by Fuel Juice Bars (Holdings) Limited, the ultimate parent company.

On 19 December 2016, the company issued £200,000 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022, 26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the year end, the loan notes were held by Fuel Juice Bars (Holdings) Limited, the ultimate parent company.

On 21 February 2017, the company issued £100,000 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022, 26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the year end, the loan notes were held by Fuel Juice Bars (Holdings) Limited, the ultimate parent company.

On 22 March 2017, the company issued £472,000 of 2027 unsecured 12% loan notes. Interest payable on these loan notes was written off in 2018. Interest payable on these loan notes in the year to 31 March 2019, 31 March 2020, 31 March 2021, 27 March 2022, 26 March 2023, 31 March 2024 and 30 March 2025 was waived. At the period end, the loan notes were held by Fuel Juice Bars (Holdings) Limited, the ultimate parent company.

7.	CONTINGENT LIABILITIES

A composite guarantee exists between the company and Fuel Juice Bars Limited. The liability at 30 March 2025 is £nil (2024 - £nil). Santander UK plc also hold a floating charge over the all the property or undertaking of the company.

8.	ULTIMATE CONTROLLING PARTY