REGISTERED NUMBER: 16053851 (England and Wales)

PBBE MARS HOLDCO LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

31 OCTOBER 2024 TO 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Chartered Accountants' Report

6

DIRECTORS:

J P Jakeman

G E F Mackinnon

REGISTERED OFFICE:

One Bedford Avenue

London

WC1B 3AU

REGISTERED NUMBER:

16053851 (England and Wales)

ACCOUNTANTS:

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

FIXED ASSETS

Investments

5

8,002,864

CURRENT ASSETS

Debtors

6

13,039,499

Cash at bank

14,685

13,054,184

CREDITORS

Amounts falling due within one year

7

(13,052,989

)

NET CURRENT ASSETS

1,195

TOTAL ASSETS LESS CURRENT LIABILITIES

8,004,059

CAPITAL AND RESERVES

Called up share capital

8,022,864

Retained earnings

(18,805

)

8,004,059

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2025 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 Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

G E F Mackinnon - Director

1.	STATUTORY INFORMATION

PBBE Mars Holdco 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on a going concern basis. This is considered appropriate by the directors as the company will continue to be supported financially by other group companies in order to ensure third party creditors are settled.

Preparation of consolidated financial statements

The financial statements contain information about PBBE Mars Holdco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial instruments are classified as basic or non-basic following the conditions on FRS 102 Section 11. Basic financial instruments are initially measured at transaction price and subsequently recognised at amortised cost using the effective interest method.

Taxation

Current tax is the amount of corporation tax payable in respect of taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

8,002,864

At 31 December 2025

8,002,864

NET BOOK VALUE

At 31 December 2025

8,002,864

At 31 December 2025, the company held 100% of the Ordinary Shares in PBBE Mars Propco Limited.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

12,587,136

Other debtors

452,363

13,039,499

Debtors includes three loans of £5,307,136, £2,500,000 and £4,780,000 due from the subsidiary company. As at 31 December 2025 the facilities were all due to mature within 6 months of the year end. Interest accrues on the loans at 6.75%, 6.75% and 6.50%, respectively. The full balances are due for settlement on the maturity dates.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

2,490

Amounts owed to group undertakings

12,587,136

Other creditors

463,363

13,052,989

Creditors falling due in less than one year includes three loans of £5,307,136, £2,500,000 and £4,780,000 due to the parent company. As at 31 December 2025 the facilities were due to mature within 6 months of the year end. Interest accrues on the loans at 6.75%, 6.75% and 6.50%, respectively. The full balances are due for settlement on the maturity dates.

8.	SECURED DEBTS

There is a fixed charge in favour of Leumi UK Group Limited over all the assets of the company as security for a loan to the company's subsidiary PBBE Mars Propco Limited..

9.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

10.	POST BALANCE SHEET EVENTS

The loans with group undertakings shown within debtors and creditors have been extended since the year end such that they are all due to mature on 30 June 2027.

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 PBBE Mars Holdco Limited for the period ended 31 December 2025 which comprise the Profit and loss account, 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 PBBE Mars Holdco 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 PBBE Mars Holdco Limited and state those matters that we have agreed to state to the Board of Directors of PBBE Mars Holdco 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 PBBE Mars Holdco Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that PBBE Mars Holdco 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 loss of PBBE Mars Holdco Limited. You consider that PBBE Mars Holdco Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of PBBE Mars Holdco 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.

This report should not be regarded as suitable to be used or relied on by any other party wishing to acquire any rights against Bessler Hendrie LLP for any purpose or in any context. Any party, other than the Directors, who obtain access to this report or a copy and chooses to rely on this report (or any part of it) will do so at its own risk.

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

22 May 2026