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Company Registration Number: 13613509 GRAIN CONNECT MIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
GRAIN CONNECT MIDCO LIMITED COMPANY INFORMATION
Directors | Mr Sean Williams
| Mr Peregrine Lloyd
| Mr Roland Barzegar
| Mr Richard Cameron
| Mr Adam Chirkowski
| Mr David Gudgin
| Mr Peter O'Flaherty
| Mr Andrew Vachell
Registered number | 13613509
Registered office | Clifford House
| Cooper Way
| Parkhouse
| Carlisle
| United Kingdom
| CA3 0JG
Independent auditors | Armstrong Watson Audit Limited
| Chartered Accountants & Statutory Auditors
| James Watson House
| Montgomery Way
| Carlisle
| Cumbria
| CA1 2UU
GRAIN CONNECT MIDCO LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditors' Report | 4 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 14
GRAIN CONNECT MIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026
Business review
On 3 March 2022, the company became the parent of Grain Connect Limited, having issued 1,780,338 of share capital in return for 100% of the share capital of Grain Connect Limited. 308,881 shares were allotted on 20th September 2024. The consideration was a share for share exchange in relation to shares in Grain Connect Limited. 222,498 shares were allotted on 14th July 2025. The consideration was a share for share exchange in relation to shares in Grain Connect Limited. The company itself does not trade, and these accounts have been drawn up for only the entity and not the group.
Principal risks and uncertainties
Because the company does not trade, the directors are of the opinion that there are no principal risks and uncertainties applicable.
Financial key performance indicators
Because the company does not trade, the directors are of the opinion that there are no financial key performance indicators applicable. This report was approved by the board and signed on its behalf.
Mr Roland Barzegar Director
Date: 15 July 2026
Page 1
GRAIN CONNECT MIDCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2026 The directors present their report and the financial statements for the year ended 31 March 2026.
Directors' responsibilities statement
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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
Results and dividends
The profit for the year, after taxation, amounted to £NIL (2025 - £NIL).
Directors
The directors who served during the year were:
Mr Sean Williams
Mr Peregrine Lloyd
Mr Roland Barzegar
Mr Richard Cameron
Mr Adam Chirkowski
Mr David Gudgin
Mr Peter O'Flaherty
Mr Andrew Vachell
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 2
GRAIN CONNECT MIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Auditors
The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Mr Roland Barzegar Director
Date: 15 July 2026
Page 3
GRAIN CONNECT MIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT MIDCO LIMITED
Opinion
We have audited the financial statements of Grain Connect Midco Limited (the 'Company') for the year ended 31 March 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in 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, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its result for the year 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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard 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 directors' 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 Company's ability to continue as a going concern for a period of at least twelve 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 Auditors' Report thereon. The directors are 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. 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 course of 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. Page 4
GRAIN CONNECT MIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT MIDCO LIMITED (CONTINUED)
Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Strategic Report or the Directors' 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 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are 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 directors 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 directors are 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. Page 5
GRAIN CONNECT MIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT MIDCO LIMITED (CONTINUED)
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 an Auditors' 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the company through discussions with directors and other management; • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures as a risk assessment tool to identify any unusual or unexpected relationships; and • tested journal entries to identify unusual transactions. Page 6
GRAIN CONNECT MIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT MIDCO LIMITED (CONTINUED) In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; and • enquiring of management as to actual and potential litigation and claims. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 we are required to state to them in an Auditors' 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. Joanna Gray (Senior Statutory Auditor) for and on behalf of Armstrong Watson Audit Limited Chartered Accountants & Statutory Auditors Carlisle 16 July 2026 Page 7
GRAIN CONNECT MIDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2026
| 2026 | 2025
| £000 | £000
Interest receivable and similar income | 5 | 12,298 | 10,087
Interest payable and similar expenses | 6 | (12,298) | (10,087)
Profit before tax |  | - | -
Profit for the financial year |  | - | -
There was no other comprehensive income for 2026 (2025:£NIL).
Page 8
GRAIN CONNECT MIDCO LIMITED REGISTERED NUMBER: 13613509 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2026
|  | 2026 |  | 2025
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investments | 7 |  | 31,739 |  | 18,389
|  |  | 31,739 |  | 18,389
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 118,328 |  | 106,029 |
|  | 118,328 |  | 106,029 |
Creditors: amounts falling due within one year | 9 | (118,328) |  | (106,029) |
Net current assets |  |  | - |  | -
Total assets less current liabilities |  |  | 31,739 |  | 18,389
Net assets |  |  | 31,739 |  | 18,389
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 2 |  | 2
Share premium account |  |  | 31,737 |  | 18,387
Profit and loss account |  |  | - |  | -
|  |  | 31,739 |  | 18,389
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr Roland Barzegar
Director
Date: 15 July 2026
The notes on pages 11 to 14 form part of these financial statements. Page 9
GRAIN CONNECT MIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £000 | £000 | £000 | £000
At 1 April 2024 | 2 | - | - | 2
Shares issued during the year | - | 18,387 | - | 18,387
At 1 April 2025 | 2 | 18,387 | - | 18,389
Shares issued during the year | - | 13,350 | - | 13,350
At 31 March 2026 | 2 | 31,737 | - | 31,739
| The notes on pages 11 to 14 form part of these financial statements.
Page 10
GRAIN CONNECT MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
Grain Connect Midco Limited is a private company, limited by shares, incorporated in England & Wales, registered number 13613509. The registered office is Clifford House Cooper Way, Parkhouse, Carlisle, CA3 0JG. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The financial statements have been rounded to the nearest thousand. The following principal accounting policies have been applied:
| 2.2 | 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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Grain Connect Limited as at 31 March 2026 and these financial statements may be obtained from Clifford House Cooper Way, Parkhouse, Carlisle, United Kingdom, CA3 0JG.
| 2.3 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.4 | Finance costs
Finance costs are charged to profit or loss 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.5 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 11
GRAIN CONNECT MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.6 | 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.
| 2.7 | 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.
| 2.8 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
| 2.9 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 1,600 | -
4. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2025 - £NIL).
5. | Interest receivable
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Other interest receivable | 12,298 | 10,087
|  | 12,298 | 10,087
Page 12
GRAIN CONNECT MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
6. | Interest payable and similar expenses
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Other interest payable | 12,298 | 10,087
|  | 12,298 | 10,087
7. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £000
| Cost or valuation |
| At 1 April 2025 | 18,389
| Additions | 13,350
| At 31 March 2026 | 31,739
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Class of shares | Holding
| Grain Connect Limited | Ordinary | 100%
| Grain Communications Limited and Grain Online Management Limited are indirect subsidiaries of the company, with 100% of their share capital being held by Grain Connect Limited.
| The aggregate of the share capital and reserves as at 31 March 2026 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
| Name | Aggregate of share capital and reserves £000 | Profit/(Loss) £000
| Grain Connect Limited | (2,202) | (26,945)
Page 13
GRAIN CONNECT MIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
8. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Amounts owed by group undertakings | 118,328 | 106,029
| Amounts due from group undertakings are unsecured, bear no interest and are repayable on demand.
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Amounts owed to group undertakings | 118,328 | 106,029
| Amounts due to group undertakings are unsecured, bear no interest and are repayable on demand.
10. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 2,311,718 (2025 - 2,089,220) Ordinary shares of £0.001 each | 2 | 2
11. | Controlling party
The parent company of the entity is Grain Connect Topco Limited, registered office is Clifford House Cooper Way, Parkhouse, Carlisle, United Kingdom, CA3 0JG. There is no individual controlling party. Grain Connect Midco Limited is exempt from producing consolidated accounts as the results of the company are included in the consolidated accounts prepared and delivered by its parent company.
Page 14