ACCOUNTS - Final Accounts preparation

Registered number: 14997855

BARD PROPERTY MIDCO LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

BARD PROPERTY MIDCO LTD

COMPANY INFORMATION

Directors	P Flaum
	D Levere
	P Pomroy


Registered number	14997855


Registered office	No1 Park Lane
	Hemel Hempstead
	Hertfordshire
	United Kingdom
	HP2 4YL


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

BARD PROPERTY MIDCO LTD

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Statement of Financial Position	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 13

BARD PROPERTY MIDCO LTD

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.

Directors' responsibilities statement

The directors are responsible for preparing 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 judgements 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 £707,351 (2024: loss £97).

Dividends of £22,008,125 were declared and paid in the year (2024: £nil).

Directors

The directors who served during the year were:

P Flaum

D Levere (appointed 4 July 2025)

I MacMillan (resigned 15 October 2025)

P Pomroy (appointed 4 July 2025)

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 1

BARD PROPERTY MIDCO LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

D Levere

Director

Date: 17 September 2026

Page 2

BARD PROPERTY MIDCO LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD

Opinion

We have audited the financial statements of Bard Property Midco Ltd (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 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 December 2025 and of its profit 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.

Page 3

BARD PROPERTY MIDCO LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD (CONTINUED)

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.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Page 4

BARD PROPERTY MIDCO LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.

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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations are in respect of the Companies Act 2006 and UK tax law, 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, income tax and sales tax.

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 posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙inspecting correspondence with regulators and tax authorities;

∙inquiries with management including consideration of known or suspected instances of non-compliance with laws and regulations;

∙reviewing board minutes and legal and professional fees for evidence of any instances of non-compliance with laws and regulations;

∙evaluating management's controls designed to prevent and detect irregularities;

∙identifying and testing journals, in particular, postings with unusual account combinations, postings with high value transactions or rounded entries; and

∙challenging assumptions and judgements made by management in their critical accounting estimates

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

Page 5

BARD PROPERTY MIDCO LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD (CONTINUED)

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.

David Lyons (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

17 September 2026

Page 6

BARD PROPERTY MIDCO LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	Year ended 31 December	17 months ended 31 December
	2025	2024
	£	£

Administrative expenses		(928)	-
Operating loss		(928)	-
Profit on disposal of investments	4	708,285	-
Interest payable and similar expenses		-	(103)
Profit/(loss) before taxation		707,357	(103)
Tax on profit/(loss)		(6)	6
Profit/(loss) for the financial year/period		707,351	(97)

There was no other comprehensive income for 2025 (2024: £nil).

The notes on pages 10 to 13 form part of these financial statements.

Page 7

BARD PROPERTY MIDCO LTD

REGISTERED NUMBER: 14997855

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	4		-		1
Current assets
Debtors	5	-		7
Creditors: amounts falling due within one year	6	(931)		(104)
Net current liabilities			(931)		(97)
Net liabilities			(931)		(96)

Capital and reserves
Called up share capital	7	3	1
Profit and loss account		(934)	(97)
		(931)	(96)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

D Levere

Director

Date: 17 September 2026

The notes on pages 10 to 13 form part of these financial statements.

Page 8

BARD PROPERTY MIDCO LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£

Loss for the period	-	-	(97)	(97)
Shares issued during the period	1	-	-	1

At 1 January 2025	1	-	(97)	(96)

Profit for the year	-	-	707,351	707,351
Dividends	-	-	(22,008,125)	(22,008,125)
Shares issued during the year	2	21,299,937	-	21,299,939
Capital reduction (Note 8)	-	(21,299,937)	21,299,937	-
At 31 December 2025	3	-	(934)	(931)

The notes on pages 10 to 13 form part of these financial statements.

Page 9

BARD PROPERTY MIDCO LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Bard Property Midco Limited is a private company, limited share shares, incorporated and registered in England and Wales. The Company's registered number is 14997855 and registered office address No1 Park Lane, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 4YL.

In the prior period ended 31 December 2024, the financial statements included consolidated results. In the current period, consolidation is no longer required due to a capital reorganisation of the Group, and the financial statements have therefore been prepared on a non-consolidated basis under FRS 102 Section 1A.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis. The Company is a non-trading entity with minimal ongoing expenditure. The directors expect that any administrative expenses or bank charges incurred will continue to be funded by fellow group undertakings where necessary and has received confirmation from Bard Topco Limited that it will provide ongoing financial support where required to the Company. Having considered the Company's financial position and the financial support available from Bard Topco Limited and the wider group, the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and, accordingly, continue to adopt the going concern basis of accounting.

2.3

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.

2.4

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 10

BARD PROPERTY MIDCO LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Creditors

Short-term creditors are measured at the transaction price.

2.7

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

2.8

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.

Employees

The average monthly number of employees, including directors, during the year was 0 (2024: 0).

4.	Fixed asset investments

		Investments in subsidiary companies
		£

	At 1 January 2025	1
	Additions	21,299,839
	Disposals	(21,299,840)
	At 31 December 2025	-

On 15 August 2025, the Company acquired two shares in Bard Property Bidco Limited for a consideration of £21,299,839.

On 15 August 2025, the Company transferred the entire issued share capital of Bard Property Bidco Limited to Bard Midco 2 Limited for a consideration of £22,008,125, resulting in a profit on disposal of £708,285.

Page 11

BARD PROPERTY MIDCO LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

					2025	2024
					£	£

Amounts owed by group undertakings	-	1
Deferred taxation	-	6
	-	7

Amounts owed by group undertakings are unsecured, interest free, and payable on demand.

6.	Creditors: amounts falling due within one year
		2025	2024
		£	£

Bank overdrafts	36	42
Amounts owed to group undertakings	895	62
	931	104

Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.

7.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

3 (2024:1) Ordinary shares of £1.00 each	3	1

On 15 August 2025, the Company issued two ordinary shares of £1.00 each for £21,299,939 of which £21,299,937 was added to the share premium account.

On 15 August 2025, for the purpose of creating distributable reserves, the share premium of the Company was reduced from £21,299,937 to nil.

8.	Capital reduction

During the year, the Company undertook a reduction of capital in accordance with the applicable provisions of the Companies Act 2006. The reduction was approved by way of a solvency statement. As a result of the capital reduction, an amount of £21,299,937 was transferred from share premium to the profit and loss account. The purpose of the capital reduction was to facilitate a group-wide restructuring and to create distributable reserves within the Company.

Page 12

BARD PROPERTY MIDCO LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Controlling party

The Company's immediate parent undertaking is Bard Topco Limited, a company incorporated and registered in Jersey.

At the reporting date, the Company's ultimate parent undertaking was Bard Topco Limited, a company incorporated and registered in Jersey.

On 26 July 2026, following a group reorganisation, Bard New Topco Limited became the Company's ultimate parent undertaking. Bard Topco Limited continues to be the Company's immediate parent undertaking.

Page 13