The directors present the strategic report for the year ended 31 December 2024.

Carlo Topco Limited is the parent company of Carlo Bidco Limited which in turn is the parent company of Masterfix GB Limited. Masterfix GB Limited is the group’s main trading entity and responsible for generating the majority of the group’s revenue.

The Group results are shown in the attached financial statements and include all group companies results to 31 December 2024.

Group acquisition

During the year and as part of the group strategy Carlo Bidco Limited acquired a majority share of MDFX Technology Limited which is the parent company to MDFX Limited.

MDFX Limited specialise in home energy management systems and was a strategic fit with existing services provided by Masterfix GB Limited. Following the acquisition MDFX Limited unfortunately did not perform as expected. Despite an increased focus on business development and a significant cost cutting exercise including the departure of the Managing Director of MDFX Limited, trading conditions continued to decline.

Following the year end, in June 2025 the Board of Directors took the decision to place MDFX Limited into Voluntary Liquidation.

The results of the group for the year to 31 December 24 include the write down of any investment made in MDFX Technology Limited and any intercompany loans to MDFX Limited.

Masterfix GB Limited Business Review

Masterfix GB Limited, trading since 2009, specialises in delivering exceptional property care to owners, occupiers and managers of a diverse range of residential and commercial properties. Driven to provide the highest service quality, the company delivers property maintenance and allied services to three key market sectors: retail & hospitality, residential & commercial, and insurance reinstatement works specifically to the insurance market.

The last financial year saw overall revenues rise slightly to £15,985,906 with Insurance Services accounting for 53% of revenue, Building Services 22% and Technical Services 25%. In preparation for 2024, we merged our Building Services & Technical Services Departments to form one Technical Services Division alongside our Insurance Division.

The change supports our strategy to increase activity in specialist services including Primary M&E, with our traditional general fabric and reactive maintenance services complementing the offering.

Despite ongoing market challenges, we continued investing in business structure and service expansion.

Notable Developments

- Extension of insurance market services to include drying, mould remediation and leak detection.
- Consolidation of two London offices into one larger property in Kennington SE11 (effective January 2025).
- Expansion of primary Mechanical & Electrical Services to the London residential market.
- Ongoing development of Fire Safety Offering.

Overall, the directors remain satisfied with company performance in 2024 and optimistic for growth in 2025.

The Group operates in a competitive environment. Any risks and uncertainties that affect the industry may have an impact on the performance of the company.

Masterfix GB Limited Future Developments

The company’s financial plan for the forthcoming year targets an increase in revenue but with strict control on overheads to ensure an improvement in our overall profitability.

The company’s strategy for business growth is set out below.

Insurance Reinstatement works - Insurance will continue to be primary key growth area for the company and further enhanced by extending our client base specifically with direct supply arrangements i.e. – working directly for the Insurance Companies.

The development of a Regional Delivery model for Insurance whilst maintaining London as our Hub and area of Prime geographical concentration.

Residential Sector - An on-going focus on Technical Services with a specific focus on the company's Mechanical & Electrical Services offering. Growth will be lower than the levels of growth anticipated for the Insurance Division, but we will continue with our focus on Multi Dwelling Units (MDU’s) and with the marketing approach of “One Building, Multiple Services

Consolidation of our activity in the Retail & Hospitality Sectors where cost pressures remain prevalent

The Growth of our Fire Safety Offering to support the on-going requirements of the Fire Safety Act .

Providing greater autonomy to the 2 operating divisions who have little overlap both in terms of Clients & Resource

Increasing revenue from the Residential B2C marketplace and supported by the development of on-line booking and payment systems

Investment in Technical /I.T advancement to increase operational efficiencies – increased automation and improved real-time communication with engineers and in turn Clients.

The company's vision is to become a household name in the residential and commercial property management sectors, delivering exceptional building maintenance services all in support of long-term client relationships built on trust and reliability.

We aim to deliver on our promise of exceptional property care to residential and commercial clients who choose best value over lowest cost. The company does this through carefully selected engineers and service partners whose communication skills and service principles match their technical excellence.

The company will continue to reinforce its key values, considered critical in promoting its ethos of “Exceptional Property Care”.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company is that of a parent undertaking and of the group, the provision of property maintenance services.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of any dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

FMCB were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Ttruehe group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Carlo Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 31 December 2024 and of the group's 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.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

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 group's and parent 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 auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered information including the following:

• the nature of the industry and sector, control environment and business performance;

• results of our enquiries of management regarding identification and assessment of the risks of irregularities;

• the internal controls and company procedures established to detect and mitigate risks of fraud or non-compliance with laws and regulations;

• the legal and regulatory framework that the company operates in which includes in this context the Companies Act and tax legislation;

• consideration of factors that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate.

As a result of considering the above we use audit procedures to respond to any potential risks. Procedures used include the following:

• reviewing the financial statement disclosures and testing supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• reading minutes of meetings of those charged with governance;

• enquiring of management to obtain an understanding of any provisions and testing the appropriateness of journal entries and other adjustments;

• evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above procedures the engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £8,684 (2023 - £9,595 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Carlo Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 1 and 3, 33 Stannary Street, Kennington, London, SE11 4AA.

The group consists of Carlo Topco Limited and all of its subsidiaries.

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.

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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Carlo Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is measured at the fair value of the consideration received or receivable and represents amounts for services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Revenue from the provision of services is recognised when those services have been performed.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If a material impairment loss arises then it is recognised in the profit and loss account or against the revaluation reserve if the asset has been revalued.

Stocks are stated at the lower of cost and net realisable value after making due allowance for impairment losses on obsolete and slow moving items. Impairment losses are recognised in profit or loss.

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.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Financial assets include debtors, cash and bank balances. Debtors, cash and bank balances which are basic financial assets are measured at transaction price less any impairment. Financial assets are assessed for indicators of impairment at each reporting end date. Any changes in value are recognised in the profit or loss. account.

Financial liabilities includes creditors, bank loans and borrowings. creditors, bank loans and borrowings which are basic financial liabilities are measured at transaction price. Any changes in value are recognised in the profit or loss account.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. 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 liabilities are recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The charge for depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the profit and loss account. The useful lives and residual values of the assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life. Depreciation charged in the year was £96,947 (2023: £88,885).

Cost of sales includes accruals for unrecorded costs. These are determined by management who review each project. Accruals are based upon contract income, value of work done and expected gross profit margins. Accruals includes £472,978 (2023: 375,167) for unrecorded costs.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The carrying value of land and buildings comprises:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Amounts falling due within one year include £1,584,019 (2023 :£1,781,577) secured over the assets of the company.

Loans of £1,922,800 are owed to Coniston I LP and are secured by a fixed and floating charges over the assets of the company.

The bank loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments. Interest is charged at 5.75% over base rate.

Loans from related parties include the following:

• Secured 10% loan notes of £2,081,928 redeemable in 2026.

• Unsecured 8% loan notes of £2,279,925 redeemable in 2026.

The loan note holders are shareholders in the company's parent undertaking, Carlo Topco Limited.

Finance lease payments represent payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The A Shares, B Shares and C Shares have the rights and restrictions set out below.

• A and B Shares shall receive equal distributions of profits but the C Shares shall not receive any dividends.

• A, B and C Shares shall receive an equal distribution where there is a return of capital.

• A and B Shares shall have equal voting rights when there is a Default Notice in force in which case the A Shares shall have 75% of the voting rights. The conditions for the issue of a Default Notice are set out in the company's Memorandum of Association.

• Holders of C Shares shall not have the right to receive notice of and attend and speak at any general meeting and shall not have any right to vote on any written resolution.

The A and C Shares were issued for cash. The B Shares were issued in exchange for redeemable loan notes in Carlo Bidco Limited.

Acquisition of MDFX Limited by MDFX Technology

On 12 February 2024, MDFX Limited and MDFX Technology Limited completed a business combination that has been accounted for using the merger accounting method in accordance with the provisions of FRS 102. This treatment was considered appropriate as the transaction qualified as a group reconstruction, with both entities under common control and the ownership structure remaining consistent before and after the merger. Notably, this transaction was finalised prior to Carlo Bidco Limited’s acquisition of MDFX Technology Limited.

In line with the merger method, the assets and liabilities of both companies were consolidated at their existing carrying values as at the date of the combination. No goodwill was recognised and the difference between the consideration transferred and the share capital of the acquired entity has been recorded in Other Reserves within Equity.

Acquisition of MDFX Technology Limited by Carlo BIdco Limited

On 15 February 2024 Carlo Bidco Limited acquired a majority interest in MDFX Technology Limited.

The consideration paid together with other costs of purchase totalled £82,249. The net assets acquired after a minority interest amounted to £472,350 and therefore the gain on bargain purchase amounted to £389,921 which is shown in the Profit & Loss of the group.

Coniston I LP is a shareholder in Carlo Topco Limited, the company's parent undertaking. There are debentures and guarantees registered at Companies House in favour of Coniston I LP for the company and its subsidiaries. Coniston I LP has a fixed and floating charge over the assets of the company and the group. There is also a debenture and guarantee registered at Companies House in favour of Arbuthnot Commercial Asset Based Lending Limited has a fixed and floating charge over the assets of the company.

Operating lease obligations represent amounts payable by the company for premises rentals for Unit 1 & 3, 33 Stannary Street, Kennington, London SE11 4AA and motor vehicles rentals.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Borrowings of £5,032,582 are comprised of the following:

• Secured 10% loan notes of £2,081,928 redeemable in 2026 issued for cash.

• Unsecured 8% loan notes of £2,279,925 redeemable in 2026 issued in exchange for the share capital of Masterfix GB Limited.

• Bank loan of £670,729