Poppy Midco Limited

	Page
Director's Report	1
Independent Auditor's Report	2—4
Profit and Loss Account	5
Statement of Comprehensive Income	6
Balance Sheet	7
Statement of Changes in Equity	8
Notes to the Financial Statements	9—11

The director presents his report and the financial statements for the period ended 31 December 2025.

Principal Activity

The company's principal activity continues to be that of a Holding Company.

Directors

The director who held office during the period were as follows:

Mr Daniel Skyte

Appointed

25/09/2024

Statement of Director's Responsibilities

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 the financial statements the director is required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Director's Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Independent Auditors

The auditors, UHY Hacker Young, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board

Mr Daniel Skyte

Director

3 July 2026

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Independent Auditor's Report

to the Members of

Poppy Midco Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Poppy Midco Limited for the period ended 31 December 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

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/(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.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note 14 to the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Director's Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Poppy Midco Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us 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 or returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Director's Responsibilities Statement set out on page 1, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for 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 the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to the investment balance being overstated.

Audit procedures performed included:

review of the financial statement disclosures to underlying supporting documentation;
enquiries with management; and
evaluating whether there was evidence of bias by the director that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we will become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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Independent Auditor's Report (continued)

to the Members of

Poppy Midco Limited

Use Of Our Report

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 that 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.

Andrew Timms (Senior Statutory Auditor)

for and on behalf of UHY Hacker Young , Statutory Auditor

3 July 2026

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Poppy Midco Limited

Profit and Loss Account

For the Period 25 September 2024 to 31 December 2025

Profit and Loss Account

		31 December 2025
	Notes	£
Administrative expenses		(212,027 )

OPERATING LOSS		(212,027 )
Other interest receivable and similar income	4	543,695
Interest payable and similar charges	5	(543,198 )

LOSS FOR THE FINANCIAL PERIOD		(211,530 )

The notes on pages 9 to 11 form part of these financial statements.

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Poppy Midco Limited

Statement of Comprehensive Income

For the Period 25 September 2024 to 31 December 2025

Statement of Comprehensive Income

		31 December 2025
		£
LOSS FOR THE FINANCIAL PERIOD		(211,530 )
OTHER COMPREHENSIVE INCOME FOR THE PERIOD		-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		(211,530)

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Poppy Midco Limited

Balance Sheet

As At 31 December 2025

Balance Sheet

Registered number: 15979318

		31 December 2025
	Notes	£	£
FIXED ASSETS
Investments	7		15,517,241

			15,517,241
CURRENT ASSETS
Debtors	8	3,806,711
Cash at bank and in hand		128,512

		3,935,223
Creditors: Amounts Falling Due Within One Year	9	(18,788,993 )

NET CURRENT ASSETS (LIABILITIES)			(14,853,770 )

TOTAL ASSETS LESS CURRENT LIABILITIES			663,471

NET ASSETS			663,471

CAPITAL AND RESERVES
Called up share capital	11		875,001
Profit and Loss Account			(211,530 )

SHAREHOLDERS' FUNDS			663,471

On behalf of the board

Mr Daniel Skyte

Director

3 July 2026

The notes on pages 9 to 11 form part of these financial statements.

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Poppy Midco Limited

Statement of Changes in Equity

For the Period 25 September 2024 to 31 December 2025

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 25 September 2024	875,001	-	875,001
Loss for the period and total comprehensive income	-	(211,530 )	(211,530)

As at 31 December 2025	875,001	(211,530 )	663,471

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Poppy Midco Limited

Notes to the Financial Statements

For the Period 25 September 2024 to 31 December 2025

Notes to the Financial Statements

1. General Information

Poppy Midco Limited is a private company, limited by shares, incorporated in England & Wales, registered number 15979318 . The registered office is c/o Freeths, 3rd Floor Northgate House, 450-500 Silbury Boulevard, Milton Keynes, MK9 2AD.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and 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 for the period from 25 September 2025 ending 31 December 2025 in order to align with the year end for group reporting purposes.

2.2. Investments

Interests in subsidiaries 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 the profit or loss.

2.3. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

3. Average Number of Employees

Average number of employees, including directors, during the period was: NIL

4. Interest Receivable and Similar Income

	31 December 2025
	£
Other interest receivable	543,695

5. Interest Payable and Similar Charges

	31 December 2025
	£
Interest payable on other loans	543,198

6. Tax on Profit

The tax (credit)/charge on the loss for the period was as follows:

	31 December 2025
	£
Current tax
UK Corporation Tax	-

The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the loss and the standard rate of corporation tax as follows:

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Poppy Midco Limited

Notes to the Financial Statements (continued)

For the Period 25 September 2024 to 31 December 2025

	31 December 2025
	£
Profit before tax	(211,530)

Tax on profit at 0% (UK standard rate)	-
Total tax charge for the period	-

7. Investments

	Unlisted
	£
Cost or Valuation
As at 25 September 2024	-
Additions	15,517,241

As at 31 December 2025	15,517,241

Provision
As at 25 September 2024	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	15,517,241

As at 25 September 2024	-

8. Debtors

	31 December 2025
	£
Due within one year
Other debtors	3,806,711

9. Creditors: Amounts Falling Due Within One Year

	31 December 2025
	£
Other loans	15,975,000
Other creditors	2,813,993

	18,788,993

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Poppy Midco Limited

Notes to the Financial Statements (continued)

For the Period 25 September 2024 to 31 December 2025

10. Loans

An analysis of the maturity of loans is given below:

	31 December 2025
	£
Amounts falling due within one year or on demand:
Other loans	15,975,000

11. Share Capital

	31 December 2025
Allotted, called up and fully paid	£
875,001 Ordinary Shares of £ 1.00 each	875,001

12. Related Party Disclosures

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

13. Controlling Parties

The company's imediate parent undertaking is Poppy Topco Ltd.

The company's ultimate controlling party is Rose Street Partners Ltd by virtue of their interest in the share capital of the company.

The ultimate parent undertaking and that of the smallest and largest group for which group accounts are drawn up of which the company is a member is Rose Street Partners Ltd (incorporated in England & Wales). Its registered office is C/O Freeths 3rd Floor, Northgate House, 450-500 Silbury Boulevard, Milton Keynes, England, MK9 2AD. Copies of the group accounts may be obtained from the company's registered office. Consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ. Rose Street Partners Limited and its directors are the ultimate controlling party.

14. FRC's Ethical Standard - Provision Available for Small Entities

In common with other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

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