Pod Midco Limited Company accounts

COMPANY REGISTRATION NUMBER: 12663211

Pod Midco Limited

Financial Statements

For the year ended

30 July 2025

Pod Midco Limited

Financial Statements

Year ended 30 July 2025

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	4

Directors' responsibilities statement	6

Independent auditor's report to the members	7

Statement of income and retained earnings	12

Statement of financial position	13

Notes to the financial statements	14

Pod Midco Limited

Officers and Professional Advisers

The board of directors	J Drake
	P Duffill
	D A Croft

Company secretary	S Wing

Registered office	Unit One
	Mundford Road Trading Estate
	Thetford
	United Kingdom
	IP24 1HX

Auditor	Streets Audit LLP
	Chartered accountants & statutory auditor
	Enterprise House
	38 Tyndall Court
	Commerce Road
	Lynch Wood
	Peterborough
	Cambridgeshire
	PE2 6LR

Pod Midco Limited

Strategic Report

Year ended 30 July 2025

The Directors present the strategic report for the year ended 30 July 2025. Fair review of the business Pod Midco Limited is a non-trading holding company within the TechPoint Group. Its principal purpose is to hold investments in subsidiary undertakings and to act as a central entity within the Group's financing structure, including investor loan notes and intra-group funding arrangements. The company does not generate revenue but plays a key strategic role in supporting the Group's long-term development, capital structure and investment strategy. During the year, the company continued to hold its investments and participate in Group funding arrangements. A significant development in the period was the successful issuance of £5 million of new investor loan notes, providing additional capital to support the Group's strategic objectives. These funds were applied towards the development of the Group's best-in-class, industry-leading headquarters and production facility in Basingstoke, together with the ongoing consolidation of Group operations. This investment enhances the Group's operational capacity, integration and scalability, and positions the business to deliver improved customer experience through a unified operating model. The successful fundraising demonstrates continued investor confidence in the Group's strategy, operational performance and long-term growth potential. Alongside this, the Group progressed a comprehensive restructuring programme, designed to simplify the legal entity structure and consolidate activities into a single operational trading entity by early 2026. This programme is intended to enhance efficiency, governance and customer engagement, while supporting the Group's scalable growth model. Principal risks and uncertainties As a non-trading holding entity, the company's principal risks arise from the financial performance and liquidity position of the TechPoint Group as a whole, together with its role in the Group's funding structure. Financing and liquidity risk The company participates in the Group's financing arrangements, including investor loan notes, the term loan and the invoice discounting facility. Servicing these obligations depends on the Group's overall cash generation and liquidity management. These risks are mitigated through a centralised treasury model, detailed cash flow forecasting, covenant monitoring and active engagement with lenders and investors. Macroeconomic and inflationary pressures The Group operates in markets exposed to inflationary pressures, supply chain disruption and broader economic uncertainty. These risks are managed through commercial repricing, procurement strategies, operational efficiencies and continued integration of shared service functions. Geopolitical risk The Group operates within global electronics and supply chain markets which may be impacted by geopolitical developments, including conflict in the Middle East. Potential impacts include disruption to component availability, increased logistics costs and volatility in energy and input prices. These risks are mitigated through diversified sourcing strategies, strong supplier relationships and proactive procurement and inventory management across the Group. Key performance indicators As a holding company, Pod Midco Limited monitors performance through Group-level financial and strategic indicators, including: - profitability and cash generation across the Group; - utilisation and headroom of financing facilities; - compliance with banking covenants; and - the successful execution of strategic initiatives, including the Group restructuring programme and investment in the new Basingstoke headquarters. These indicators reflect continued strengthening of the Group's operational platform and the effective deployment of capital into value-enhancing initiatives. Future developments The company will continue to operate as a strategic holding and financing vehicle within the TechPoint Group. The Directors anticipate further investment in infrastructure, systems, talent and operational consolidation as the Group continues its transition to a single operational trading entity. The Group's new Basingstoke facility provides a scalable, modern and highly visible operational base, supporting future growth and enhancing customer engagement. The Directors remain confident that the Group's strategy, supported by strong investor backing and continued investment, will drive long-term value creation.

This report was approved by the board of directors on 29 April 2026 and signed on behalf of the board by:

J Drake

Director

Registered office:

Unit One

Mundford Road Trading Estate

Thetford

United Kingdom

IP24 1HX

Pod Midco Limited

Directors' Report

Year ended 30 July 2025

The directors present their report and the financial statements of the company for the year ended 30 July 2025 .

Directors

The directors who served the company during the year were as follows:

J Drake
P Duffill
D A Croft

Dividends

The directors do not recommend the payment of a dividend.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board of directors on 29 April 2026 and signed on behalf of the board by:

J Drake

Director

Registered office:

Unit One

Mundford Road Trading Estate

Thetford

United Kingdom

IP24 1HX

Pod Midco Limited

Directors' Responsibilities Statement

Year ended 30 July 2025

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Pod Midco Limited

Independent Auditor's Report to the Members of Pod Midco Limited

Year ended 30 July 2025

Opinion

We have audited the financial statements of Pod Midco Limited (the 'company') for the year ended 30 July 2025 which comprise the statement of income and retained earnings, statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 30 July 2025 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation. - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Day

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

Enterprise House

38 Tyndall Court

Commerce Road

Lynch Wood

Peterborough

Cambridgeshire

PE2 6LR

29 April 2026

Pod Midco Limited

Statement of Income and Retained Earnings

Year ended 30 July 2025

	2025	2024
Note	£	£

Administrative expenses	2,056	–
	-------	----
Operating loss	( 2,056)	–

Interest payable and similar expenses	4	916,944	245,095
		----------	----------
Loss before taxation		( 919,000)	( 245,095)

Tax on loss	5	( 28,823)	5,219
		----------	----------
Loss for the financial year and total comprehensive income		( 890,177)	( 250,314)
		----------	----------

Retained losses at the start of the year	( 981,216)	( 730,902)
	-------------	----------
Retained losses at the end of the year	( 1,871,393)	( 981,216)
	-------------	----------

All the activities of the company are from continuing operations.

Pod Midco Limited

Statement of Financial Position

30 July 2025

	2025		2024
Note	£	£	£

Fixed assets

Investments	6		1	1

Current assets

Debtors	7	9,873,380	4,846,690
Cash at bank and in hand		77	–
		-------------	-------------
		9,873,457	4,846,690

Creditors: amounts falling due within one year	8	47,129		47,129
		-------------		-------------
Net current assets			9,826,328	4,799,561
			-------------	-------------
Total assets less current liabilities			9,826,329	4,799,562

Creditors: amounts falling due after more than one year	9	11,697,622	5,780,678
		---------------	-------------
Net liabilities		( 1,871,293)	( 981,116)
		---------------	-------------

Capital and reserves

Called up share capital	11	100	100
Profit and loss account	12	( 1,871,393)	( 981,216)
		-------------	----------
Shareholders deficit		( 1,871,293)	( 981,116)
		-------------	----------

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

These financial statements were approved by the board of directors and authorised for issue on 29 April 2026 , and are signed on behalf of the board by:

J Drake

Director

Company registration number: 12663211

Pod Midco Limited

Notes to the Financial Statements

Year ended 30 July 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Unit One, Mundford Road Trading Estate, Thetford, United Kingdom, IP24 1HX.

2. Statement of compliance

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

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The company is a non-trading holding company and does not generate revenue from operations. Its principal activities are to hold investments in subsidiary undertakings within the TechPoint Group and to act as the primary borrower under the Group's term debt and overdraft arrangements. As a consequence, the company does not generate operating cash flows of its own and is dependent on the wider Group to meet its obligations as they fall due. The company, together with other entities within the TechPoint Group, participates in the Group's financing structure, which includes the bank term loan, overdraft facilities and intra-group funding arrangements. The Group operates a centralised treasury model, with debt obligations supported by the cash-generating activities of the wider Group. In forming their assessment of going concern, the Directors have considered: - the financial performance, cash generation and liquidity of the TechPoint Group as a whole; - the Group's consolidated cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements; - the availability of committed funding facilities and compliance with associated covenants; and - the continued progress of the Group's restructuring programme, which is expected to enhance operational efficiency and long-term scalability. The company has received a formal letter of support from its parent undertaking, confirming that financial support will be made available to the company as required for a period of at least twelve months from the date of approval of these financial statements. Based on these considerations, the Directors consider that the company has adequate financial resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of TechPoint Group Limited which can be obtained from Companies House. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) No cash flow statement has been presented for the company. (b) Disclosures in respect of financial instruments have not been presented. (c) Disclosures in respect of share-based payments have not been presented. (d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The entity has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of an EEA State.

Judgements and key sources of estimation uncertainty

In application of the company's accounting policies, the directors are required to make judgements, estimated and assumptions about the carrying amount 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 where the revision affects only that period, or in the periods of the revision and future periods where the revision affects both current and future periods.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

4. Interest payable and similar expenses

	2025	2024
	£	£
Other interest payable and similar charges	916,944	245,095
	----------	----------

5. Tax on loss

Major components of tax (income)/expense

	2025	2024
	£	£

Current tax:

Adjustments in respect of prior periods	694	5,219

Deferred tax:

Origination and reversal of timing differences	( 29,517)	–
	---------	-------
Tax on loss	( 28,823)	5,219
	---------	-------

Reconciliation of tax (income)/expense

The tax assessed on the loss on ordinary activities for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

	2025	2024
	£	£
Loss on ordinary activities before taxation	( 919,000)	( 245,095)
	----------	----------
Loss on ordinary activities by rate of tax	( 229,750)	( 61,274)
Adjustment to tax charge in respect of prior periods	(15,313)	5,219
Group relief	133,980	99,085
Transfer pricing adjustments	95,770	( 37,811)
Movement in deferred tax not recognised	( 13,510)	–
	----------	----------
Tax on loss	( 28,823)	5,219
	----------	----------

6. Investments

	Shares in group undertakings
	£
Cost
At 31 July 2024 and 30 July 2025	1
	----
Impairment
At 31 July 2024 and 30 July 2025	–
	----

Carrying amount
At 30 July 2025	1
	----
At 30 July 2024	1
	----

Subsidiaries, associates and other investments

	Class of share	Percentage of shares held
Subsidiary undertakings
Pod Bidco Limited Unit 1 Mundford Road Trading Estate, Thetford, IP24 1HX	Ordinary	100
TechPoint Shared Services Limited Unit 1 Mundford Road Trading Estate, Thetford,	Ordinary	100

Bela Electronic Designs Holdings Limited 12-14 Brooklands Woburn Road Industrial Estate, Kempston, Bedford, MK42 7UH	Ordinary	100
TechPoint Fast Track Solutions Limited Unit 1 V Park, Jays Close, Basingstoke, England, RG22 4PF	Ordinary	100
Interconics Limited Units 3 & 4 Challeymead Business Park, Br	Ordinary	100
Golledge Electronics Limited Unit 1 V Park, Jays Close, Basingstoke, England, RG22 4PF	Ordinary	100
Silverbulb Limited Unit 1 V Park, Jays Close, Basingstoke, England, RG22 4PF	Ordinary	100
TechPoint Electronic Solutions Limited Unit 1 V Park, Jays Close, Basingstoke, England, RG22 4PF	Ordinary	100

7. Debtors

	2025	2024
	£	£
Amounts owed by group undertakings	9,843,863	4,843,940
Deferred tax asset	29,517	–
Corporation tax repayable	–	694
Other debtors	–	2,056
	-------------	-------------
	9,873,380	4,846,690
	-------------	-------------

8. Creditors: amounts falling due within one year

	2025	2024
	£	£
Amounts owed to group undertakings	47,129	47,129
	---------	---------

9. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Accruals	1,198,335	281,391
Other loans	10,499,287	5,499,287
	---------------	-------------
	11,697,622	5,780,678
	---------------	-------------

Other loans relates to fixed rate unsecured loan notes at an interest rate of up to 10 % per annum repayable no earlier that 30 June 2027, the interest only becomes payable when the loans are repaid.

10. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2025	2024
	£	£
Included in debtors (note 7)	29,517	–
	---------	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	2025	2024
	£	£
Unused tax losses	( 14,913)	–
Deferred tax - other timing differences	( 14,604)	–
	---------	----
	(29,517)	–
	---------	----

11. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 1 each	100	100	100	100
	----	----	----	----

12. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

13. Controlling party

The immediate parent company is considered to be TechPoint Group Limited , a company registered in England and Wales. The ultimate parent company is considered to be Literacy Capital PLC a company incorporated in England and Wales. TechPoint Group Limited is the smallest company in the group that produces group consolidated accounts.