The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

Cresco Midco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Fabric Building, 30 Queen St, Manchester, M2 5HX.

The company’s first reporting period will run for 11 months, beginning on the date of incorporation, 3 October 2024, and ending on 31 August 2025. This year-end has been chosen to align the company’s financial reporting with the rest of the group.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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.

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.

Basic financial assets, which include debtors, 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.

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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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. Management does not believe there are any such significant judgements or estimates in these financial statements.

The average monthly number of persons (including directors) employed by the company during the period was:

During the period the company issued Loan Notes under a Notes Purchase Agreement for a principal sum of £15,006,549, incurring issue costs of £551,193 and rolled up interest of £764,166.

The Loan Notes are redeemable in full in January 2031.

Interest is payable based on the combined sum of the Cash Pay Interest Rate, and the PIK Interest Rate.  The Cash Pay Interest Rate is a fixed rate of 4%, or in the event that the interest is not settled based on the terms of the Senior Financing Agreement in Cresco Bidco Limited, 5%.   The PIK Interest Rate is a fixed rate of 6%.

No interest was paid during the period, and accrued interest of £588,820 is included within the carrying value of the instrument at the balance sheet date. 

Subsequent to the balance sheet date, the company issued further Loan Notes of £2,157,895, and the Notes Purchase Agreement was amended and restated to increase the PIK Interest Rate to 8% with effect from the original issue date.  The additional interest cost as at 31 August 2025 arising from the amendment and restatement is £251,344, which has not been included in the carrying value of the instrument at the balance sheet date as a non-adjusting post balance sheet event.  

The Loan Notes are secured over the assets of the company by way of a Debenture.

The company has issued 1 ordinary share of £0.01 each. Due to rounding, the share capital is shown as £nil.

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 was unqualified.

The company is a wholly owned subsidiary of Cresco Topco Limited. The company has taken advantage of the exemption in FRS 102 Section 33.1A from disclosing transactions or balances with entities which form part of the group. The consolidated financial statement of Cresco Topco Limited, within which the company is included can be obtained from Companies House. No transactions with related parties were undertaken such as required to be disclosed under FRS 102.

The Company's ultimate parent undertaking is Cresco Topco Limited, which is incorporated in the England and Wales. Copies of the consolidated financial statements of Cresco Topco Limited, the largest group of undertakings that consolidates the Company as at 31 August 2025, can be obtained from Fabric Building, 30 Queen St, Manchester, United Kingdom, M2 5HX, and are filed with Companies House.