FOREST BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Company registration number 14075661 (England and Wales)
FOREST BIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
FOREST BIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
36,808,132
36,808,132
Current assets
Debtors
5
3,883,905
2,761,801
Cash at bank and in hand
7,330
19,690
3,891,235
2,781,491
Creditors: amounts falling due within one year
6
(54,640,894)
(49,327,017)
Net current liabilities
(50,749,659)
(46,545,526)
Net liabilities
(13,941,527)
(9,737,394)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(13,941,528)
(9,737,395)
Total equity
(13,941,527)
(9,737,394)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 4 September 2026 and are signed on its behalf by:
Mr B M Wright
Director
Company registration number 14075661 (England and Wales)
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
Forest Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 9 Velocity Point, Castleton Road, Leeds, West Yorkshire, LS12 2EE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention,. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business.true
The Company's ability to continue as a going concern is dependent on generating sufficient cash inflows from its operations and, where necessary, continued access to financial support from another company within the Group. The Directors have received confirmation that this Group company will continue to provide ongoing committed and contractual support to meet the Company's future funding requirements should they arise.
Having reviewed the Company's forecasts, cash flow projections and available funding arrangements, together with the continuing support available from the Group company, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to prepare the financial statements on a going concern basis.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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 profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Judgements and key sources of estimation uncertainty
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 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
7
6
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
36,808,132
36,808,132
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,883,905
2,761,801
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
40,138
Amounts owed to group undertakings
53,478,708
49,246,512
Taxation and social security
70,560
25,308
Other borrowings
7
1,005,699
Accruals and deferred income
45,789
55,197
54,640,894
49,327,017
7
Loans and overdrafts
2025
2024
£
£
Loans from group undertakings and related parties
1,005,699
Payable within one year
1,005,699
The investor loan has an interest rate of 8% and is repayable in full on 13 November 2026.
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
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 loss 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.
Senior Statutory Auditor:
Victoria Wainwright
Statutory Auditor:
Azets Audit Services
Date of audit report:
7 September 2026
9
Events after the reporting date
In January 2026, a series of transactions were undertaken to modify the debt and equity structure of the Forest Midco 1 Limited group (of which the company is a member). The purpose was to recognise the changes in management since the group was created whilst also recapitalising the structure akin to its current valuation.
The material change that affected the company’s position was the issue of £33.2m Ordinary shares to Forest Midco 2 Limited in return for the release of £15.4m loan principal and £17.8m accrued interest that was payable to Forest Midco 2 Limited.
At the balance sheet date, the retrospective application of this would have resulted in Forest Bidco Limited having net assets of £19.3m rather than net liabilities. As part of the restructure, no gains or losses were realised by the shareholders.
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
10
Related party transactions
Remuneration of key management personnel
2025
2024
£
£
Aggregate compensation
1,203,642
995,276
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Name of related party
Nature of relationship
Forest Midco 2 Limited
Group company
Garolla Holdings Limited
Group company
Mayfair Equity Partners II LP
Group company
Description of
Income
Payments
transaction
2025
2024
2025
2024
£
£
£
£
Forest Midco 2 Limited
Interest payable
5,569,921
4,973,144
Garolla Holdings Limited
Management charges
1,409,373
924,218
Mayfair Equity Partners II LP
Interest payable
5,699
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2025
2024
2025
2024
£
£
£
£
Forest Midco 1 Limited
3,865,301
2,505,719
Forest Midco 2 Limited
51,982,083
46,412,052
Forest Topco Limited
18,604
4,256
-
-
Garolla Holdings Limited
1,288,180
2,374,188
Lee (Import) Limited
208,444
208,444
Mayfair Equity Partners II LP
-
-
1,005,699
FOREST BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
11
Parent company
The company's immediate controlling party is Forest Midco 2 Limited, a company registered in the United Kingdom. The ultimate controlling party is Mayfair Equity Partners II LP, a company registered in the United Kingdom.
Forest Midco 1 Limited, a company registered in the United Kingdom, is the parent undertaking of the smallest and largest group of which Forest Bidco Limited is a member and for which consolidated group financial statements are drawn up.
The consolidated group financial statements of Forest Midco 1 Limited can be obtained from Unit 9 Velocity Point, Castleton Road, Leeds, United Kingdom, LS12 2EE.