REGISTERED NUMBER: 15032749 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

Papavere Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Chartered Accountants' Report

7

DIRECTORS:

Mr M Khadem-Ahmadabadi

Mr A G Pye

Mr A Dehy

Mr A Marques

Mr R Thorniley

Mr J Fearns

REGISTERED OFFICE:

Poppies House Unit 7

Cornwall Street

Parr Industrial Estate

St. Helens

Merseyside

WA9 1QT

REGISTERED NUMBER:

15032749 (England and Wales)

ACCOUNTANTS:

Sterling Partners Limited

Chartered Accountants

Chartered Tax Advisors

2nd Floor, Grove House

774-780 Wilmslow Road

Didsbury

Manchester

Greater Manchester

M20 2DR

FIXED ASSETS

Investments

4

750

1,750

CURRENT ASSETS

Debtors

5

-

1,000

Cash at bank

375,197

384,000

375,197

385,000

CREDITORS

Amounts falling due within one year

6

(98,362

)

(147,375

)

NET CURRENT ASSETS

276,835

237,625

TOTAL ASSETS LESS CURRENT LIABILITIES

277,585

239,375

CAPITAL AND RESERVES

Called up share capital

7

2,000

2,000

Retained earnings

275,585

237,375

SHAREHOLDERS' FUNDS

277,585

239,375

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.

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 24 December 2025 and were signed on its behalf by:

Mr R Thorniley - Director

1.	STATUTORY INFORMATION

Papavere 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared on the going concern basis and under the historical cost convention.

These financial statements have been prepared in compliance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

The directors believe that the company is and that it is well placed to manage its business risks successfully. Accordingly, they have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Presentation currency

The presentation currency of the financial statements is pound sterling.

Preparation of consolidated financial statements

The financial statements contain information about Papavere Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Papavere Holdings Limited, Poppies House Unit 7, Cornwall Street, Parr Industrial Estate, St. Helens, Merseyside, England, WA9 1QT.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts, rebates and value added taxes. Turnover includes revenue earned from the sale of goods and is reduced for estimated customer returns and other similar allowances.

Revenue from the sale of Company's products is recognised when all the following conditions are satisfied:

-

the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

-

the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

-

the amount of revenue can be measured reliably;

-

it is probable that the economic benefits associated with the transaction will flow to the Company; and

-

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title is passed.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

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.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

1,750

Disposals

(1,000

)

At 31 December 2024

750

NET BOOK VALUE

At 31 December 2024

750

At 31 December 2023

1,750

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

-

1,000

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

30,000

750

Taxation and social security

17,362

143,125

Other creditors

51,000

3,500

98,362

147,375

7.	CALLED UP SHARE CAPITAL

Alloted, issued and fully paid:

Number:

Class:

Nominal value:

2023

2022

£

£

20,000

Ordinary shares

£0.10

2,000

1,000

Irredeemable preference shares

Preference shares, included in the capital of the group are issued by a 100% owned subsidiary as shown below:

Allotted, issued and fully paid:

2023

2022

Class:

Nominal Value:

£

£

9,865

Irredeemable preference

£0.10

987

987

1,000

C Preference

£0.10

100

100

1,087

1,087

The above irredeemable preference shares are issued by 100% subsidiary of the Company. There are no voting rights and there are no rights to participate in capital distribution on winding up. There are however rights to participate to all dividend distribution from the retained earnings of the subsidiary for these class of shares.

8.	RELATED PARTY DISCLOSURES

Poppies Europe Ltd

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

During the year Papavere Ltd invoiced rent at the market rate of £90,000 (2023: £320,000).

During the year Poppies Europe Ltd made loans of £50,000 (2023: £nil) to Papavere Ltd.

As at balance sheet date Papavere owed £50,000 (2023: £nil) to Poppies Europe Ltd.

Brasenose Commercial Ltd

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

During the year Papavere has taken interest free loan of £29,250 (2023: £750) from Brasenose Commercial Ltd.

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

9.	ULTIMATE CONTROLLING PARTY

The ultimate controlling Party is Papavere Holdings Ltd.

10.	GROUP RESTRUCTURING

During the year a capital reduction demerger took place resulting in the formation of a new parent company and a subsidiary leaving the Group.

Papavere Holdings Limited (a company registered in England & Wales under registration number 16029454) acquired all of the shares in Papavere Limited by way of share-for-share exchange, such that it became the new parent company of the existing group.

The subsidiary, Poppies Europe Limited (a company registered in England & Wales under registration number 07191249) left the group via a capital reduction demerger.

The company has claimed the exemption to prepare consolidated financial statements as it is no longer the ultimate parent company of the Group as at the balance sheet date.

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 Papavere 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 Papavere 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 Papavere Limited and state those matters that we have agreed to state to the Board of Directors of Papavere 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 Papavere Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Papavere 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 Papavere Limited. You consider that Papavere 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 Papavere 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: .............................................