Company registration number 15907862 (England and Wales)
BLOSSOM BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
BLOSSOM BIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
BLOSSOM BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
Notes
£
£
Fixed assets
Investments
5
66,667,941
Current assets
Debtors
7
3,860
Cash at bank and in hand
7,016
10,876
Creditors: amounts falling due within one year
8
(37,710,597)
Net current liabilities
(37,699,721)
Total assets less current liabilities
28,968,220
Creditors: amounts falling due after more than one year
9
(33,638,757)
Net liabilities
(4,670,537)
Capital and reserves
Called up share capital
12
2
Share premium account
13
17,498
Equity reserve
13
287,954
Profit and loss reserves
13
(4,975,991)
Total equity
(4,670,537)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 19 May 2026 and are signed on its behalf by:
R J Gillougley
Director
Company registration number 15907862 (England and Wales)
BLOSSOM BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Period ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(4,975,991)
(4,975,991)
Issue of share capital
12
2
17,498
-
-
17,500
Other movements
-
-
287,954
-
287,954
Balance at 31 December 2025
2
17,498
287,954
(4,975,991)
(4,670,537)
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information
Blossom Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cantium House, Railway Approach, Wallington, Surrey, SM6 0BP.
1.1
Reporting period
The accounts cover a period longer than 12 months due to the company being incorporated on 20 August 2024. This is the first accounting period and the directors feel the preparation date of 31 December 2025 was appropriate.
1.2
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The financial statements of the company are consolidated in the financial statements of Blossom Topco Limited. These consolidated financial statements are available from its registered office at Cantium House, Railway Approach, Wallington, SM6 0BP.
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
At the time of preparing the financial statements for issue, the Board completed a risk assessment of the business and put in place measures to mitigate identified risks. The Group has sufficient cash to continue due to the strong financial position that the Group has built up over years of consistent profitable trading combined with strong treasury management continue to ensure sufficient liquidity within the business.
The parent company has confirmed its continuing support in order that the company is able to pay its debts as and when they fall due and the directors have placed reliance on that confirmation of continuing support. The form of the confirmation of continuing support does not however constitute a legal guarantee.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Share-based payments
Certain of the company’s directors participate in a group share-based payment arrangement operated by the ultimate parent undertaking, under which equity instruments of the parent company are awarded to directors and employees of group entities, including directors of the company.
The fair value of the shares in the parent company is arrived at using a valuation model and the surplus of fair value over the amount received on issue of the shares is recognised as an expense in the profit and loss account over the vesting period of the award.,with a corresponding credit recognised within equity as a capital contribution from the parent undertaking,
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 7 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates 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 period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2025
Number
1
4
Directors' remuneration
2025
£
Remuneration for qualifying services
599,366
Company pension contributions to defined contribution schemes
13,494
612,860
The number of directors who are entitled to receive shares under long term incentive schemes during the period was 1.
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
599,366
Company pension contributions to defined contribution schemes
13,494
The highest paid director has been entitled to receive shares under a long term incentive scheme during the period.
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 8 -
5
Fixed asset investments
2025
Notes
£
Investments in subsidiaries
6
66,667,941
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 20 August 2024
-
Additions
66,667,941
At 31 December 2025
66,667,941
Carrying amount
At 31 December 2025
66,667,941
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Newmarket Promotions Limited
United Kingdom
Ordinary
100.00
-
Newmarket Holidays Limited
United Kingdom
Ordinary
0
100.00
Newmarket Transport Limited
United Kingdom
Ordinary
0
100.00
7
Debtors
2025
Amounts falling due within one year:
£
Other debtors
3,860
8
Creditors: amounts falling due within one year
2025
£
Amounts owed to group undertakings
37,524,214
Accruals and deferred income
186,383
37,710,597
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 9 -
9
Creditors: amounts falling due after more than one year
2025
Notes
£
Other borrowings
10
33,638,757
10
Loans and overdrafts
2025
£
Loans from group undertakings
33,638,757
Payable after one year
33,638,757
11
Share-based payment transactions
2025
£
£
Expenses recognised in the period
Arising from equity-settled transactions
287,954
-
Group share-based payments
The company is a member of an equity settled share based payment scheme operated by its ultimate parent, whereby the director is awarded shares in the ultimate parent in return for providing service to Blossom Bidco Limited.
The fair value of the shares in the parent company is arrived at using a valuation model and the surplus of fair value over the amount received on issue of the shares is charged to the profit and loss account over the vesting period of the award.
12
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
2
2
During the period the company allotted one ordinary share at par on incorporation and subsequently one ordinary share at a premium of £17,498 on 3 October 2024.
13
Reserves
Share premium
This reserve represents the premium paid on the issue of new shares.
Equity reserve
This reserve represents a capital contributions reserve in respect of shares issued to employees of the company in a share based payment scheme operated by the parent company.
Profit and loss reserves
This reserve records retained earnings and accumulated losses
BLOSSOM BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 10 -
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Sabrina Dunn FCA
Statutory Auditor:
Landau Morley LLP
Date of audit report:
19 May 2026
15
Contingent liabilities
Along with other companies in the group, certain assets of the company are subject to a fixed and floating charge to guarantee the borrowings of a fellow group company, the value of which at the Balance Sheet date, stood at £19,549,584.
16
Ultimate controlling party
The company is a wholly owned subsidiary of Blossom Midco Limited, which in turn is a wholly owned subsidiary of Blossom Topco Limited.
All companies are incorporated in the United Kingdom. Blossom Topco Limited prepares consolidated accounts, which include the results of the company.
The company is controlled by directors common to both the company and its ultimate parent company, Blossom Topco Limited.
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