Company registration number 12572205 (England and Wales)
SIPM UK HOLDCO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
31 December 2025
PAGES FOR FILING WITH REGISTRAR
SIPM UK HOLDCO LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
SIPM UK HOLDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
€
€
€
€
Fixed assets
Investments
4
1
1
Current assets
Debtors
5
46,239,989
40,662,662
Creditors: amounts falling due within one year
6
(3,968,748)
(3,412,559)
Net current assets
42,271,241
37,250,103
Total assets less current liabilities
42,271,242
37,250,104
Creditors: amounts falling due after more than one year
7
(6,000,000)
(6,000,000)
Net assets
36,271,242
31,250,104
Capital and reserves
Called up share capital
8
3,953,730
3,395,997
Share premium account
5,460,568
440,974
Other reserves
(1,105,294)
(1,105,294)
Profit and loss reserves
27,962,238
28,518,427
Total equity
36,271,242
31,250,104

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 47 9A of the Companies Act 2006 relating to subsidiary companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
Mr S Pemberton
Director
Company registration number 12572205 (England and Wales)
SIPM UK HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Share premium account
Currency translation reserve
Profit and loss reserves
Total
Notes
€
€
€
€
€
Balance at 1 January 2024
3,347,000
-
0
(1,105,294)
30,370,684
32,612,390
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(1,852,257)
(1,852,257)
Issue of share capital
8
48,997
440,974
-
-
489,971
Balance at 31 December 2024
3,395,997
440,974
(1,105,294)
28,518,427
31,250,104
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(556,189)
(556,189)
Issue of share capital
8
557,733
5,019,594
-
-
5,577,327
Balance at 31 December 2025
3,953,730
5,460,568
(1,105,294)
27,962,238
36,271,242
SIPM UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

SIPM UK HoldCo Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.

1.1
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 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 euros, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention. 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;false

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues true: 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’true: 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’true: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of SIPM UK Topco Limited. These consolidated financial statements are available from its registered office, Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.

1.2
Going concern

The directors of SIPM UK HoldCo Limited continue to adopt the going concern basis of accounting in the preparation of the financial statements due to the following reasons. These figures below are based on the consolidated accounts prepared for SIPM UK TopCo Limited :

These figures below are based on the consolidated accounts prepared for SIPM UK TopCo Limited :

A financial forecast carried out to June 2026 show that the Group remains liquid throughout the period, with €1.8m forecast cash at June 2026.

All the Investec bank covenants have continuously been met to date.

The directors of SIPM UK TopCo Limited have provided a letter of support confirming their continued support to meet the liabilities and obligations of SIPM UK Holdco Limited as they fall due.

SIPM UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.3
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.

1.4
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.

1.5
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 balance sheet 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.

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.

SIPM UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
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 paymen ts 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. A m ounts 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.

1.6
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.

1.7
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.

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.

There are not considered to be any critical accounting estimates within these financial statements as all transactions are measured at cost.

3
Employees

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

2025
2024
Number
Number
Total
6
5
SIPM UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Fixed asset investments
2025
2024
€
€
Shares in group undertakings and participating interests
1
1
5
Debtors
2025
2024
Amounts falling due within one year:
€
€
Amounts owed by group undertakings
46,239,989
40,662,662

Amounts owed from group undertakings are interest free and repayable on demand.

6
Creditors: amounts falling due within one year
2025
2024
€
€
Trade creditors
13,394
12,388
Amounts owed to group undertakings
3,955,354
3,400,171
3,968,748
3,412,559

Amounts owed from group undertakings are interest free and repayable on demand.

7
Creditors: amounts falling due after more than one year
2025
2024
€
€
Other creditors
6,000,000
6,000,000
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary Shares of 10p each
39,537,299
33,959,972
3,953,730
3,395,997

9
Related party transactions

The company has taken advantage of the exemption under FRS 102 Section 33.1A from disclosing transactions with wholly owned group entities.

10
Parent company
SIPM UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Parent company
(Continued)
- 7 -

By virtue of ownership of the entire issued share capital the parent company is S I PM UK Topco Limited.

By virtue of ownership of the entire issued share capital of the parent company, the ultimate controlling party is Levine Leichtman Capital Partners Europe II SCSP.

11
Ultimate controlling party

By virtue of ownership of the entire issued share capital the parent company is S I PM UK Topco Limited (CRN: 12571318).

S I PM UK Topco Limited (CRN: 12571318) is a UK registered company with a registered office address of Suite 1, 7th Floor 50 Broadway, London, SW1H 0BL.

By virtue of ownership of the entire issued share capital of the parent company, the ultimate controlling party is Levine Leichtman Capital Partners Europe II SCSP (CRN: 07519782).

Levine Leichtman Capital Partners Europe II SCSP (CRN: 07519782) is a UK registered company with a registered office address of 30 Old Bailey, London, EC4M 7AU.

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