REGISTERED NUMBER: 16643355 (England and Wales)

FINANCIAL STATEMENTS

FOR THE PERIOD

11 AUGUST 2025 TO 31 DECEMBER 2025

FOR

CUBE 123 BIDCO LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mrs A Hope-Richardson

Mr RJ Poutch

Mr P Woolley

REGISTERED OFFICE:

Floor 3

Mercury Place

11 St. George Street

Leicester

Leicestershire

LE1 1GQ

REGISTERED NUMBER:

16643355 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Harrison BA FCA

AUDITORS:

Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

FIXED ASSETS

Investments

4

24,458,603

CURRENT ASSETS

Debtors

5

109,400

CREDITORS

Amounts falling due within one year

6

24,770,839

NET CURRENT LIABILITIES

(24,661,439

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(202,836

)

RESERVES

Retained earnings

(202,836

)

SHAREHOLDERS' FUNDS

(202,836

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 6 July 2026 and were signed on its behalf by:

Mrs A Hope-Richardson - Director

1.	STATUTORY INFORMATION

Cube 123 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Cube 123 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 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Cube 123 Topco Limited, Floor 3 Mercury Place, 11 St. George Street, Leicester, United Kingdom, LE1 1QG.

Related party exemption

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

Significant judgements and estimates

In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less impairment. Any impairment losses are recognised in the profit and loss account.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 period 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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, where material, at amortised cost using the effective interest method, less any impairment.

Creditors

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

Going concern

The directors are satisfied that the company has adequate financial resources to operate for the foreseeable future. Therefore, the company has continued to adopt the going concern basis in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 3 .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

24,458,603

At 31 December 2025

24,458,603

NET BOOK VALUE

At 31 December 2025

24,458,603

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

VAT

109,400

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

21,317,976

Paye/Ni payable

16,519

Other creditors

670

Accruals and deferred income

29,674

Deferred consideration

3,406,000

24,770,839

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

1

Ordinary

£0.01

-

1 Ordinary share of £0.01 was allotted and fully paid for cash at par during the period.

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Mark Harrison BA FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

9.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the year end an amount of £7,333 related to outstanding contributions.

During the year the charge to profit or loss in respect of defined contribution schemes was £25,264.

10.	CONTINGENT LIABILITIES

The company has entered into a composite guarantee and debenture dated 18 September 2025 in favour of Rockpool (Security Trustee) Limited, under which it has guaranteed the obligations of certain group undertakings and granted fixed and floating charges over its assets as security; no amounts were outstanding in respect of this arrangement at the balance sheet date and the directors do not consider that any liability will arise.

11.	ULTIMATE CONTROLLING PARTY

The controlling party is Cube 123 Midco Limited.

The ultimate controlling party is Rockpool Investment LLP.

The company is included within the consolidated financial statements of Cube 123 Topco Limited and copies of these can be obtained from Companies House, Crown Way, Cardiff CF14 3UZ.