Registered number: 11283110
FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the Strategic Report for the year ended 31 December 2025.
The principal activity of the Company is that of a holding company for the Group headed by Kernel Equityco Limited, through its wholly owned subsidiaries, that have trading operations in the United Kingdom, United States of America and Hong Kong.
The Company has assessed its investments in the underlying subsidiary companies for impairment and deemed that no impairment is necessary.
The Company has assessed its investments in the underlying subsidiary companies for impairment and deemed that no impairment is necessary.
The underlying subsidiaries continue to perform well and in-line with management expectations. As a holding company, the main risks relate to the future performance of the subsidiary undertakings and further details of the risks facing those businesses are contained in the respective statutory accounts.
The Company has no other operating income (2024 - £Nil) and made a loss for the year of £2,909 (2024 - £15).
Future developments
There have been no significant future developments identified since the year year end other than post balance sheet events as disclosed in note 13.
There have been no significant future developments identified since the year year end other than post balance sheet events as disclosed in note 13.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The loss for the year, after taxation, amounted to £2,909 (2024 - £15).
No dividends were declared or paid during the year (2024 - £Nil).
The directors who served during the year were:
Where necessary, disclosures relating to future developments have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006.
In February 2026, the Group headed by the ultimate parent company entered into new debt facilities, resulting in the drawing of a new term loan facility and the option for a revolving credit facility. Subsequently, additional fixed charges have been created by the lender, secured against the Company's assets.
The auditor, S&W Audit (a trading name of S&W Partners 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.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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 101 ‘Reduced Disclosure Framework’. 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 accounting 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; and
∙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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRANITE MIDCO LIMITED
We have audited the financial statements of Granite Midco Limited (the 'Company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
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 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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRANITE MIDCO LIMITED
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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.
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.
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.
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRANITE MIDCO LIMITED
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.
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:
We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations; the entity’s policies and procedures regarding compliance; and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company’s industry and regulation.
We understand that the Company complies with the framework through:
∙Outsourcing statutory accounts preparation and tax compliance to external experts;
∙Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary: and
∙The directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements; which are central to the Company's ability to conduct its business; and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:
∙The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:
∙Manipulation of the financial statements via fraudulent journal entries, particularly as the size of the Company means that there is little opportunity for segregation of duties; and
∙As the Company had no revenue in this period, we rebutted the need for a related fraud risk.
These areas were communicated to the other members of the engagement team not present at the discussion.
The procedures we carried out to gain evidence in the above areas included:
∙Substantive work on material areas affecting profits; and
∙Testing journal entries, selecting a sample for review to ensure they had a proper business purpose.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRANITE MIDCO LIMITED
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.
Senior Statutory Auditor
for and on behalf of
Statutory Auditor
Chartered Accountants
14th Floor
103 Colmore Row
B3 3AG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 19 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Granite Midco Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 11283110). The registered office address is 125 London Wall, London, EC2Y 5AS.
The principal activity of the Company is that of a holding company for the Group headed by Kernel Equityco Limited, through its wholly owned subsidiaries, that have trading operations in the United Kingdom, United States of America and Hong Kong.
The Company's functional and presentational currency is GBP.
The principal activity of the Company is that of a holding company for the Group headed by Kernel Equityco Limited, through its wholly owned subsidiaries, that have trading operations in the United Kingdom, United States of America and Hong Kong.
The Company's functional and presentational currency is GBP.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Kernel Equityco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At the time of approving the financial statements, the directors have a reasonable expectation that the Group headed by Kernel Equityco Limited and its subsidiaries has adequate resources to continue to support the Company and ensure operational existence for the foreseeable future.
The directors have reviewed cash flow forecasts for the Group for at least the 12 month period from the date of signing to ensure the Group can maintain the Company's day-to-day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.
At 31 December 2025, the Group headed by Kernel Equityco Limited had sufficient cash balances to maintain a positive cash position and meet the Company’s liabilities as they fall due for at least 12 months from the date of approval of these financial statements, based upon current expectations. This assumes the continued support of the parent group headed by Kernel Equityco Limited and that amounts due to group undertakings, amounting to £17,784,200 at 31 December 2025, will not be called in unless the Company has sufficient resources to make repayment.
The directors' forecasts reflect an objective assessment of the impact of macroeconomic and market specific factors on the wider Group's operational performance and trading prospects. To the date of signing, profitability has been materially in line with forecasts and positive cash flow has been maintained.
The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue, such that they do not believe this to be a probable outcome.
The directors believe the Company will continue to be a going concern and have therefore prepared these financial statements on a going concern basis.
The directors have reviewed cash flow forecasts for the Group for at least the 12 month period from the date of signing to ensure the Group can maintain the Company's day-to-day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.
At 31 December 2025, the Group headed by Kernel Equityco Limited had sufficient cash balances to maintain a positive cash position and meet the Company’s liabilities as they fall due for at least 12 months from the date of approval of these financial statements, based upon current expectations. This assumes the continued support of the parent group headed by Kernel Equityco Limited and that amounts due to group undertakings, amounting to £17,784,200 at 31 December 2025, will not be called in unless the Company has sufficient resources to make repayment.
The directors' forecasts reflect an objective assessment of the impact of macroeconomic and market specific factors on the wider Group's operational performance and trading prospects. To the date of signing, profitability has been materially in line with forecasts and positive cash flow has been maintained.
The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue, such that they do not believe this to be a probable outcome.
The directors believe the Company will continue to be a going concern and have therefore prepared these financial statements on a going concern basis.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
At amortised cost
All of the Company's financial assets are subsequently measured at amortised cost. Financial assets are held in a business model whose objective is to hold assets in order to collect contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.
At amortised cost
All of the Company's financial assets are subsequently measured at amortised cost. Financial assets are held in a business model whose objective is to hold assets in order to collect contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Subsequent to initial recognition, financial assets are measured at amortised cost using the effective interest method, less any loss allowance for expected credit losses. Interest income is recognised in profit or loss using the effective interest rate method.
Financial liabilities
Fair value through profit or loss
At amortised cost
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
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 judgements, estimates and assumptions are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made.
The judgements, estimates and assumptions are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Recoverability of intra-group loans
The Company has provided loans to its subsidiary company which are repayable on demand. Loans are impaired to their recoverable value should the counterparty not have sufficient resources to repay the loan on demand after taking all possible steps including the sale of trade and assets.
The Company has provided loans to its subsidiary company which are repayable on demand. Loans are impaired to their recoverable value should the counterparty not have sufficient resources to repay the loan on demand after taking all possible steps including the sale of trade and assets.
Auditors' remuneration incurred is borne by another group company.
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent company.
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent company.
The Company employed no staff during the year (2024 - Nil). Management and operational services are carried out on behalf of the Company by other UK group undertakings and charges are levied for these services on an arm's length basis.
The directors did not receive any remuneration during the year (2024 - £Nil) as they consider the time spent on the Company's matters to be minimal and immaterial.
The directors did not receive any remuneration during the year (2024 - £Nil) as they consider the time spent on the Company's matters to be minimal and immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
6.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's immediate parent undertaking is Kernel Limited , a company registered in England and Wales.
The ultimate parent undertaking of the Company isKernel Equityco Limited , a company incorporated in England and Wales.
The largest and smallest group of undertakings for which group accounts for the year ended 31 December 2025 have been drawn up is that headed byKernel Equityco Limited . The registered office address of Kernel Equityco Limited is 125 London Wall, London, EC2Y 5AS. Copies of the group accounts are available from Companies House.
The ultimate controlling party isL V Naidu by virtue of his shareholding in the ultimate parent undertaking.
The ultimate parent undertaking of the Company is
The largest and smallest group of undertakings for which group accounts for the year ended 31 December 2025 have been drawn up is that headed by
The ultimate controlling party is
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