Fleur Bidco Limited - Limited company accounts 25.1

REGISTERED NUMBER: 15628336 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

FLEUR BIDCO LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements

7

Independent Auditor's Report to the Members of Fleur Bidco Limited

8

Profit and Loss Account and Other

Comprehensive Income

12

Statement of Financial Position

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

J M C Havard

P J D Lemonnier

O P J Mathieu

REGISTERED OFFICE:

30 Crown Place

Earl Street

London

EC2A 4ES

REGISTERED NUMBER:

15628336 (England and Wales)

AUDITORS:

KPMG LLP

319 St Vincent St,

Glasgow

G2 5AS

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

Fleur Bidco Limited (the "Company") is a non-operational holding entity, established solely for the purpose of holding shares in UK Green Topco Limited through its subsidiary. As a result, all decisions made by the Company are inherently tied to the performance, governance, and strategic direction of Edinburgh Airport Limited, the key operating asset within the group.

During the year, the group completed an internal corporate reorganisation involving the replacement of Green Topco Ltd, a Cayman Islands incorporated holding company, with UK Green Topco Ltd, an English incorporated holding company. Consequently, the shareholding in Green Midco Ltd is now held through UK Green Topco Ltd rather than Green Topco Ltd. Based on the organisational charts reviewed, there have been no other changes to the group ownership structure, ownership interests, or the entities comprising the Vinci group.

For the financial year ended 31 December 2025, the Company recorded a profit of £124,576,000. These results primarily reflect administrative and financing revenue associated with the holding structure, as the Company does not generate operating income. These results include Dividend income which was received in current year from Edinburgh Airport Limited.

As at 31 December 2025, the Company reported net assets of £1,336,896,000, which include the income incurred during the year.

The Company's financial position remains directly dependent on the performance of Edinburgh Airport Limited and on developments in key financial metrics, such as revenue, EBITDA, leverage ratios, and free cash flow. Furthermore, any material changes in the regulatory environment, aviation sector dynamics, or strategic outlook of Edinburgh Airport Limited could have a significant impact on the valuation of the Company's investment holdings.

The Board remains committed to maintaining strong oversight over the holding structure and closely monitors the financial and operational performance of the underlying investment.

The investment is recognised in the Company's financial statements at historical cost, less any provision for impairment where required, in accordance with FRS 102.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks are directly aligned with those of Edinburgh Airport Limited given its indirect investment in the airport. These risks are set out in detail in the accounts of Edinburgh Airport Limited.

Credit risk

Credit risk is attributable to amounts owed by group undertakings. The directors closely monitor the liquidity position and financial position of the Company and that of fellow group companies to ensure potential movements are fully understood and planned before actioned and that no debt is called due for payment if it were to result in issues with recoverability.

Liquidity risk

The level of available funds is measured on a regular basis to ensure that sufficient funds are available for the Company's operations. Given the Company's operations structure, any situation of reasonable insufficient fund, is covered by increased credit in current account provided by VINCI Airports SAS, an intermediate parent company.

Market risk

The Company has a risk of exposure to changes in market rates, including interest and foreign exchange (FX) which may lead to fluctuations in income or unplanned losses. The directors closely monitor the exposure and financial position of the Company and that of fellow group companies to ensure potential movements are fully understood mitigated as necessary.

Cash flow risk

No cash flow risks to consider

Financial key performance indicators

The Directors of the Company manage the Vinci group's KPIs at a group level, rather than an individual business unit level. For this reason, the Company's Directors believe that a discussion of the Vinci group's KPIs would not be appropriate for an understanding of the development, performance or position of the business.

Other key performance indicators

The Directors deem there to be no other key performance indicators.

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY

The directors are aware of their duties under Section 172(1) of the Companies Act 2006 and confirm that they have acted in a manner they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its member as a whole. ln doing so, they have had regard to the matters set out in Section 172(1)(a) to (f) of the Act, including the likely long-term consequences of any decisions, the need to foster relationships with key stakeholders, the impact of operations on the community and the environment, the desirability of maintaining a reputation for high standards of conduct, and the need to act fairly between members of the Company.

As a non-operational holding company, the Company has no employees and conducts no trading activity. lts principal function is to hold investments in UK Green Topco Limited through its subsidiary. The decisions made by the board during the year have therefore primarily related to capital structure, governance and oversight of its investment in the underlying group, in particular Edinburgh Airport Limited.

ln considering those matters, the directors received regular updates from the management of the underlying group, reviewed financial performance and risk reports, and considered the broader impact of strategic decisions taken at the group level. ln doing so, they took into account the interests of key stakeholders, including lenders, employees of the wider group, public authorities, and the communities in which the group operates. For example, when assessing dividend distributions and capital allocations, the board considered the long-term viability of the group, its ability to meet financial obligations, and the need to preserve value for its shareholder while maintaining resilience in the operating company.

The directors are satisfied that the governance arrangements in place allow them to discharge their responsibilities under Section 172(1) effectively and in a manner consistent with the Company's purpose.

This report was approved by the board on 30 June 2026 and signed on its behalf

ON BEHALF OF THE BOARD:

J M C Havard - Director

30 June 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company is that of a holding company.

DIVIDENDS

The profit for the period, after taxation, amounted to £124,576,000 (2024 £97,698,000).

No dividend was paid in the period (2024:£95,338,000).

FUTURE DEVELOPMENTS

There are no future developments planned for Fleur Bidco Limited as it is a holding company.

DIRECTORS

O P J Mathieu has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

J M C Havard - appointed 29 October 2025

P J D Lemonnier - appointed 29 October 2025

R G F Maumon De Longeviall - resigned 29 October 2025

N D Notebaert - resigned 29 October 2025

GOING CONCERN

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The principal activity of the company is that of a holding company for Edinburgh Airport Limited, the operator of Edinburgh Airport. The company's cash flows are therefore dependent on the continuation, volume, and pricing of those operations. The company sits within the wider group headed by VINCI SA, the ultimate parent company.

The principal risks and uncertainties of the company are associated with the continued ability of its indirect investment in Edinburgh Airport Limited to generate cash, to repay intercompany trading balances and to generate a surplus on the investment made by the company.

The Directors have performed a going concern assessment which indicated that the company will have sufficient funds to continue to meet its liabilities as they fall due during the going concern assessment period. Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

No qualifying third party provision is in force for the benefit of any Director of the Company.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Employees

The Company is committed to maintaining a positive and inclusive working environment for all employees. The Directors recognise the importance of employee engagement, training, wellbeing, and equal opportunities in supporting the long-term success of the business.

Engagement with Suppliers, Customers and Others in Business Relationships

The Directors acknowledge the importance of fostering strong relationships with suppliers, customers, and other stakeholders. The Company maintains regular engagement with its business partners to ensure fair dealing, effective communication, and the continued delivery of high standards of service and operational performance.

Political Contributions

During the financial year, the Company made no political donations and incurred no political expenditure within the meaning of applicable legislation.

Financial Instruments

The Company’s financial instruments comprise cash balances, receivables, payables, and other items arising directly from its operations. The main purpose of these financial instruments is to support the Company’s operational activities. The Directors review and manage associated financial risks, including credit risk and liquidity risk, on an ongoing basis.

Research and Development

The Company did not undertake any significant research and development activities during the financial year.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

Per the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Reporting) Regulations 2018 the Company's greenhouse gas emissions and energy consumption for the year are exempt from being disclosed due to Fleur Bidco Limited being a holding Company and therefore consumes less than 40,000kWH per year.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, KPMG, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J M C Havard - Director

30 June 2026

The directors are responsible for preparing the Strategic Report, the 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 they have elected to prepare the financial statements in accordance with UK accounting

standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 of 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 judgements and estimates that are reasonable and prudent;

- state whether applicable UK accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements;

- assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern; and

- use the going concern basis of accounting unless they either intend to liquidate the Company or

to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is

necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Opinion

We have audited the financial statements of Fleur Bidco Limited (“the Company”) for the year ended 31 December 2025 which comprise the Profit and loss account and other comprehensive income, statement of financial position, statement of changes in equity and related notes, including the accounting policies in note 2.

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 profit for the year then ended;

- have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

- 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Conclusions relating to going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").

In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

- we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

- we have not identified, and concur with the directors’ assessment that there is not, a material

uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or

conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of directors and inspection of policy documentation as to the company’s policies and procedures to prevent and detect fraud that apply to this group company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because there are no revenue transactions. We did not identify any additional fraud risks.

We performed procedures including agreeing all accounting entries in the period to supporting documentation.

Identifying and responding to risks of material misstatement related to compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations.

The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies’ legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

This company, as a holding company, is not subject to other laws and regulations where the

consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and director’s report

The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

- we have not identified material misstatements in the strategic report and the directors’ report;

- in our opinion the information given in those reports for the financial year is consistent with

the financial statements; and

- in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required 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.

We have nothing to report in these respects.

Responsibilities of directors

As explained more fully in their statement set out on page [7], the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

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.

Lyn Niccolls (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

319 St Vincent St,

Glasgow

G2 5AS

01 July 2026

TURNOVER

-

Administrative expenses

(41

)

(7,154

)

(41

)

(7,154

)

Other operating income

(293

)

19

(334

)

(7,135

)

Income from shares in group

undertakings

4

124,775

104,673

Interest receivable and similar income

5

73

2,494

124,514

100,032

Interest payable and similar expenses

6

-

(2,728

)

PROFIT BEFORE TAXATION

124,514

97,304

Tax on profit

8

62

394

PROFIT FOR THE FINANCIAL

YEAR

124,576

97,698

Other comprehensive income

-

TOTAL COMPREHENSIVE

INCOME FOR THE YEAR

124,576

97,698

FIXED ASSETS

Investments

10

1,216,762

CURRENT ASSETS

Debtors

11

126,060

8,922

CREDITORS

Amounts falling due within one year

12

(5,926

)

(13,364

)

NET CURRENT ASSETS/(LIABILITIES)

120,134

(4,442

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

1,336,896

1,212,320

CAPITAL AND RESERVES

Called up share capital

13

1,209,960

Retained earnings

14

126,936

2,360

SHAREHOLDERS' FUNDS

1,336,896

1,212,320

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

J M C Havard - Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

Changes in equity

Issue of share capital

1,209,960

-

1,209,960

Dividends

-

(95,338

)

(95,338

)

Total comprehensive income

-

97,698

Balance at 31 December 2024

1,209,960

2,360

1,212,320

Changes in equity

Total comprehensive income

-

124,576

Balance at 31 December 2025

1,209,960

126,936

1,336,896

1.	STATUTORY INFORMATION

Fleur Bidco 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

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. lt also requires management to exercise judgement in applying the Company's accounting policies (see note 2).

The following principal accounting policies have been applied:

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b)

and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29.

This information is included in the consolidated financial statements of VINCI SA as at 31 December 2025 and these financial statements may be obtained from 1973, boulevard de la Défense- CS 10268 - 92757 Nanterre Cedex.

Preparation of consolidated financial statements

The financial statements contain information about Fleur Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 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, Vinci SA, 1973, boulevard de la Défense- CS 10268 - 92757 Nanterre Cedex.

Significant judgements and estimates

In applying the Company's accounting policies, management have made estimates and judgements. Actual results may, however, differ from the estimates calculated and management believe that the following is the more significant judgement impacting these financially.

lnvestments in subsidiaries Estimate

Management assesses at each reporting date, whether there is an indication that the investment subsidiaries may be impaired. lf any such indication exists, or when annual impairment testing for an investment is required, the Company makes an estimate of the investment's recoverable amount.

Recoverable amount is the higher of an investment net realisable value and its value in use. Where the carrying amount of an investment exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. ln assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the investment. lmpairment losses of continuing operations are recognised in the lncome Statement in those expense categories consistent with the function of the impaired asset. The Company then carries out sensitivity analyses on the reasonably possible changes in key assumptions in the impairment tests.

Investments in subsidiaries

lnvestments in subsidiaries are measured at cost less accumulated impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account and Other Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The principal activity of the company is that of a holding company for Edinburgh Airport Limited, the operator of Edinburgh Airport. The company's cash flows are therefore dependent on the continuation, volume, and pricing of those operations. The company sits within the wider group headed by VINCI SA, the ultimate parent company.

The principal risks and uncertainties of the company are associated with the continued ability of its indirect investment in Edinburgh Airport Limited to generate cash, to repay intercompany trading balances and to generate a surplus on the investment made by the company.

The Directors have performed a going concern assessment which indicated that the company will have sufficient funds to continue to meet its liabilities as they fall due during the going concern assessment period.

Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and is rounded to the nearest 1000.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive lncome within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

lnterest income

lnterest income is recognised in the Statement of Comprehensive lncome using the effective interest method.

Finance costs

Finance costs are charged to Statement of Comprehensive lncome over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. lssue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial instruments

The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. lf a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than its legal form.

The Company's cash at bank and in hand and trade and other debtors and its trade and other creditors and bank overdrafts are measured initially at the transaction price, including transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

Dividends

Equity dividends are recognised when they become legally payable. lnterim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the period ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

The Company has no employees other than the Directors, who did not receive any remuneration.

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£

Directors' remuneration

-

4.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£'000

Dividend Income

124,775

104,673

5.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£'000

Other Receivable

73

608

Intercompany Interest

-

1,886

73

2,494

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£'000

Intercompany Loan Interest

-

2,728

7.	AUDITORS' REMUNERATION

Year ended

31/12/25

Period

09/4/24

to

31/12/24

£'000

Fees payable to the company's auditors for the audit of the company's

financial statements

17

11

8.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£'000

Deferred tax

(62

)

(394

)

Tax on profit

(62

)

(394

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£'000

Profit before tax

124,514

97,304

Profit multiplied by the standard rate of corporation tax in the

UK of 25% (2024 - 25%)

31,129

24,326

Effects of:

Expenses not deductible for tax purposes

65

1,842

Exempt distributions - Dividend Received

(31,194

)

(26,168

)

Deferred tax

(62

)

(394

)

Total tax credit

(62

)

(394

)

9.

DIVIDENDS

Period

9/4/24

Year ended

to

31/12/25

31/12/24

£'000

Ordinary Shares shares of £1 each

Final

-

95,338

10.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£'000

COST

At 1 January 2025

and 31 December 2025

1,216,762

NET BOOK VALUE

At 31 December 2025

1,216,762

At 31 December 2024

1,216,762

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

UK Green Topco Limited

Registered office: UK Green Topco Limited is Legal Department Destinations Place, London Gatwick Airport, Gatwick, West Sussex, England, RH6 0NP.

Nature of business: Activities of other holding companies

%

Class of shares:

holding

Ordinary

50.01

Green Midco Limited

Registered office: Tmf Group, 13th Floor, One Angel Court, London, England, EC2R 7HJ.

Nature of business: Activities of head offices

%

Class of shares:

holding

Ordinary

50.01

Crosswind Developments Limited

Registered office: Edinburgh Airport 2nd Floor, Terminal, Edinburgh, Scotland, EH12 9DN.

Nature of business: Other business support service activities not

%

Class of shares:

holding

Ordinary

50.01

UK Green Holdco Limited

Registered office: Tmf Group, 13th Floor, One Angel Court, London, England, EC2R 7HJ.

Nature of business: Activities of other holding companies not

%

Class of shares:

holding

Ordinary

50.01

Green Bidco Limited

Registered office: Tmf Group, 13th Floor, One Angel Court, London, England, EC2R 7HJ.

Nature of business: Activities of head offices

%

Class of shares:

holding

Ordinary

50.01

Edinburgh Airport Limited

Registered office: Edinburgh Airport 2nd Floor, Terminal, Edinburgh, Scotland, EH12 9DN.

Nature of business: Service activities incidental to air

%

Class of shares:

holding

Ordinary

50.01

Edinburgh Airport Pension Trustees Limited

Registered office: The Peak, 5 Wilton Road, London, SWIV 1AN.

Nature of business: Other business support service activities not

%

Class of shares:

holding

Ordinary

50.01

Edinburgh Airport Services Limited

Registered office: Edinburgh Airport 2nd Floor, Terminal, Edinburgh, Scotland, EH12 9DN.

Nature of business: Other service activities not elsewhere classified

%

Class of shares:

holding

Ordinary

50.01

UK Green Topco Limited is the only subsidiary undertaking held directly.

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

Amounts owed by group undertakings

125,604

8,528

Deferred tax asset

456

394

126,060

8,922

The Company benefits from a Cash Management with Vinci Airports and has access to the funds up to the amount deposited, which remain the Company's own funds, balance of £125,604,000 as at 31 December 2025 (2024: £8,528,000).

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

Trade creditors

4

-

Amounts owed to group undertakings

5,889

13,344

Accrued expenses

33

20

5,926

13,364

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£'000

120,996,001

Ordinary Shares

£1

120,996

1,088,964,000

Preference Shares

£1

1,088,964

1,209,960

On 9 April 2024, the Company was incorporated with 1 ordinary share with a nominal value of £1 at par.

On 24 June 2024, the Company issued a further 120,996,000 ordinary shares with a nominal value of £1 at par.

On 24 June 2024, the Company issued 1,088,964,000 preference shares with a nominal value of £1 at par.

The ordinary shares have full voting, dividend and capital distribution rights and do not confer any rights of redemption.

The preference shares may be entitled to a fixed non-cumulative preferential cash dividend of 6% per annum which rank ahead of dividends declared on ordinary shares. The preference shares have full voting rights.

The Company may redeem some or all of the preference shares then in issue at any time, such redemption shall not be mandatory.

The preference shares carry no guaranteed right to dividends so have been treated as equity in accordance with FRS 102.

14.

RESERVES

The Company's capital and reserves are as follows:

Called up share capital

Called up share capital represents the nominal value of shares issued.

Profit and loss account

Profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

15.	RELATED PARTY DISCLOSURES

Other related parties

The Company has taken advantage of the exemption conferred by section 33.1A of FRS102 not to disclose transactions with other wholly owned subsidiaries within the group.

16.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Cruiser Holdco Limited, a company incorporated in England and Wales. The registered address of Cruiser Holdco Limited is 30 Crown Place, Earl Street, London, EC2A 4ES.

The ultimate parent company is VINCI SA, a public limited company incorporated in France. The registered address of VINCI SA is 1973, boulevard de la Défense- CS 10268 - 92757 Nanterre Cedex.

The largest and smallest group in which the results of the Company are consolidated is that headed by Vinci Airports SAS. The consolidated financial statements of this company are available to the public and may be obtained from the Company's registered address. No other group financial statements include the results of the Company.

The ultimate controlling party at the reporting date was VINCI SA by virtue of their shareholding in Cruiser Holdco Limited.