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REGISTERED NUMBER: 13460460 (England and Wales)

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |

| FOR |

| GAK TOPCO LTD |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Income Statement | 10 |

Consolidated Other Comprehensive Income | 11 |

Consolidated Balance Sheet | 12 |

Company Balance Sheet | 13 |

Consolidated Statement of Changes in Equity | 14 |

Company Statement of Changes in Equity | 15 |

Consolidated Cash Flow Statement | 16 |

Notes to the Consolidated Cash Flow Statement | 17 |

Notes to the Consolidated Financial Statements | 19 |

GAK TOPCO LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 30 SEPTEMBER 2024

| DIRECTORS: | J R Jenkins

| L O Johnson

| REGISTERED OFFICE: | 31 North Row

| London

| W1K 6DA

| REGISTERED NUMBER: | 13460460 (England and Wales)

| AUDITORS: | Watson Associates (Audit Services) Ltd

| Statutory Auditor

| 30 - 34 North Street

| Hailsham

| East Sussex

| BN27 1DW

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their strategic report of the company and the group for the year ended 30 September 2024.

REVIEW OF BUSINESS

GAK Topco Ltd is a holding company for investments in The Mad About Music group and the GAK group of companies, which together focus on the European Musical Instrument (MI) market.

The Mad About Music group is a vendor of affordable but high-quality musical instruments and accessories, trading to consumers under the Tiger, World Rhythm, Theodore and Mad About Music brands, and supporting the development of GAK's own-brand strategy.

The GAK group was a leading omni-channel retailer of new and second-hand musical instruments, offering a wide range of products to consumers through its e-commerce store, from its destination store in central Brighton, through online marketplaces such as eBay, and supplying directly to schools and universities.

Revenue for the period amounted to £23,650,282, with a gross margin of 18.6%. Sales fell by 21.4%, and gross margin fell by 1.03%, driven by a significant number of challenges within the GAK group, including:

- pressure on consumer spending due to the cost of living crisis leading to declining demand;

- high levels of online advertising competition leading to increasing acquisition costs; and

- intense retail competition and oversupply of stock in the market leading to downward pressure on margins.

Administrative expenses totalled £8,170,836, which this included £629,502 of non-cash expenses of fixed asset depreciation and amortisation of goodwill and website development. The company holds £12,455,670 of loan notes which are due to the group's beneficial owner, and upon which interest charges of £1,143,727 arose; however loan note interest is accrued only and therefore does not affect operating cash.

The Mad About Music group continues to trade profitably, with a continued focus on offering high-quality affordable products. Management are confident in the opportunities for further growth through both product and geographic expansion over coming years.

The GAK group has faced challenging retail headwinds for several years, and despite management's best efforts to navigate these challenges, the Directors were unable to return the GAK group to profitability and were forced to appoint FRP Advisory as administrators in April 2025. As such the value of the investment in the GAK group has been written-down in full.

KEY PERFORMANCE INDICATORS

The group manages its businesses by reference to key performance indicators. Competent management

reporting tools are in place to provide essential current, timely reporting in a clear and precise manner.

Principal indicators used by the group and as analysed above include, but are not limited to:

(1) Turnover

(2) Gross margin

(3) Operating profit

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES

The group is exposed to a variety of risks including economic risks, financial risks, credit risks, foreign exchange risks and competitive risks. The group has in-place policies and procedures that seek to limit the potentially adverse effects on the financial performance of the group of such risks. These policies are set by the directors.

The group does not use derivative financial instruments to manage interest rate risks.

Economic Risks

The group ultimately supplies its products to consumers and is therefore exposed to trends and movements in consumer spending habits and the resilience of the wider economy. The group's principal risk is that a downturn in the economy could affect consumer spending and therefore impact sales. The group manages these risks by providing competitively priced products across a broad range, supported by excellent customer service.

Financial Risks

The group actively manages its liquidity and works with key suppliers to ensure sufficient stock is available to meet anticipated sales. The group has a small exposure to foreign currency risk.

Credit Risks

The vast majority of the group's sales are not made on credit; however any credit sales to institutions are subject to appropriate credit checks made before the sale is made, and individual customers are subject to a credit limit against which new orders are actively monitored.

Foreign Exchange Risks

The group has some exposure to foreign currency risk, buying stock in USD and selling in GBP. The group does not currently use forward exchange contracts to mitigate this risk.

Competitive Risks

The group operates in a highly competitive market and increased competition could adversely impact gross margin and marketing costs. The Directors continue to observe overseas competition in the UK market after a temporary hiatus post-Brexit.

ON BEHALF OF THE BOARD:

J R Jenkins - Director

30 September 2025

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of retail and internet retail sale of musical equipment.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2024.

EVENTS AFTER THE REPORTING PERIOD

On 11 April 2025, three subsidiaries of the group, [GAK.CO.UK (Holdings) LTD, GAK.CO.UK LTD, The Guitar, Amp & Keyboard Centre Limited], entered administration and ceased trading. The administration followed the withdrawal of shareholder support which had previously supported the companies.

The directors have considered the impact of this event on the financial statements for the year ended 30 September 2024. As the businesses were trading at the reporting date with continued financial support, the administration is treated as a non-adjusting event in accordance with FRS 102 Section 32. No adjustments have therefore been made to the carrying values of assets or liabilities at 30 September 2024.

The administration has resulted in the impairment of goodwill relating to these subsidiaries at the reporting date (see Note 9). The directors consider that trade receivables, inventories and trade payables were appropriately valued as at 30 September 2024, but acknowledge that the group’s structure and future operations will be significantly affected by the administrations.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report.

J R Jenkins

L O Johnson

Other changes in directors holding office are as follows:

M Rickard , I P Stephens and M McKellar ceased to be directors after 30 September 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), 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 the group 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;

- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J R Jenkins - Director

30 September 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GAK TOPCO LTD

Opinion

We have audited the financial statements of Gak Topco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 30 September 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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. Our evaluation of the directors' assessment of the group's and the parent company's ability to continue to adopt the going concern basis of accounting included is that there is a material uncertainty related to going concern.

We draw attention to Note 2 - Going Concern - to the financial statements, which indicates that the group is reliant on the continued financial support of its shareholders. The withdrawal of support for certain subsidiaries led to their administration in April 2025. These events, along with other matters described in Note 2, indicate the existence of a material uncertainty that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 the 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.

Emphasis of matter - Events after the reporting period

We draw attention to Note 2 and 9 to the financial statements, which describes the administration of GAK.CO.UK (Holdings) Limited, GAK.CO.UK Limited and The Guitar, Amp & Keyboard Centre Limited in April 2025. Our opinion is not modified in respect of this matter.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GAK TOPCO LTD

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GAK TOPCO LTD

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 a Report of the Auditors 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:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment laws 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. 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 achieve desired financial results and the manipulation of exceptional items and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

- enquiries with management, including consideration of known or suspected instances of fraud and non-compliance with laws and regulations and examining supporting calculations where a provision has been made in respect of these;

- reading key correspondence with regulatory authorities in relation to compliance with certain employment laws;

- understanding and evaluating the design and implementation of management's controls designed to prevent and detect irregularities;

- challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to impairment of investments in subsidiaries and the measurement and classification of exceptional items;

- identifying and testing journal entries, in particular any journal entries posted with unusual account combinations and postings by unusual users.

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. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GAK TOPCO LTD

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 a Report of the Auditors 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.

Stephen James Moore (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

Statutory Auditor

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

30 September 2025

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

TURNOVER | 23,650,282 |  | 30,097,843 |  |

Cost of sales | (19,260,234 | ) | (24,202,056 | ) |

GROSS PROFIT | 4,390,048 |  | 5,895,787 |  |

Administrative expenses | (8,170,836 | ) | (6,114,787 | ) |

(3,780,788 | ) | (219,000 | ) |

Other operating income | 23,927 |  | 15,182 |  |

OPERATING LOSS | 4 | (3,756,861 | ) | (203,818 | ) |

Interest receivable and similar income | 3,884 |  | 1,442 |  |

(3,752,977 | ) | (202,376 | ) |

Gain/loss on revaluation of intangible assets | - |  | (1,546,000 | ) |

(3,752,977 | ) | (1,748,376 | ) |

Interest payable and similar expenses | 6 | (1,208,578 | ) | (1,093,011 | ) |

LOSS BEFORE TAXATION | (4,961,555 | ) | (2,841,387 | ) |

Tax on loss | 7 | 7,667 |  | 1,658 |  |

LOSS FOR THE FINANCIAL YEAR | (4,953,888 | ) | (2,839,729 | ) |

Loss attributable to:

Owners of the parent | (4,940,485 | ) | (2,986,216 | ) |

Non-controlling interests | (13,403 | ) | 146,487 |  |

(4,953,888 | ) | (2,839,729 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

LOSS FOR THE YEAR | (4,953,888 | ) | (2,839,729 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (4,953,888 | ) | (2,839,729 | ) |

Total comprehensive loss attributable to:

Owners of the parent | (4,953,888 | ) | (2,839,729 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

CONSOLIDATED BALANCE SHEET

30 SEPTEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | 1,415,210 |  | 4,277,953 |  |

Tangible assets | 10 | 91,715 |  | 63,361 |  |

Investments | 11 | - |  | - |  |

1,506,925 |  | 4,341,314 |  |

CURRENT ASSETS

Stocks | 12 | 4,282,639 |  | 5,086,518 |  |

Debtors | 13 | 1,655,723 |  | 2,139,174 |  |

Cash at bank and in hand | 189,585 |  | 273,219 |  |

6,127,947 |  | 7,498,911 |  |

CREDITORS

Amounts falling due within one year | 14 | (4,597,595 | ) | (4,833,665 | ) |

NET CURRENT ASSETS | 1,530,352 |  | 2,665,246 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 3,037,277 |  | 7,006,560 |  |

CREDITORS

Amounts falling due after more than one year | 15 | (12,661,589 | ) | (11,422,669 | ) |

PROVISIONS FOR LIABILITIES | 18 | (249,450 | ) | (479,065 | ) |

NET LIABILITIES | (9,873,762 | ) | (4,895,174 | ) |

CAPITAL AND RESERVES

Called up share capital | 19 | 85,140 |  | 85,140 |  |

Retained earnings | 20 | (10,245,426 | ) | (5,304,941 | ) |

SHAREHOLDERS' FUNDS | (10,160,286 | ) | (5,219,801 | ) |

NON-CONTROLLING INTERESTS | 21 | 286,524 |  | 324,627 |  |

TOTAL EQUITY | (9,873,762 | ) | (4,895,174 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

J R Jenkins - Director

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

COMPANY BALANCE SHEET

30 SEPTEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | - |  | - |  |

Tangible assets | 10 | - |  | - |  |

Investments | 11 | 1,485,131 |  | 8,901,886 |  |

1,485,131 |  | 8,901,886 |  |

CURRENT ASSETS

Debtors | 13 | 13,179 |  | 375,055 |  |

Cash at bank | 76,750 |  | 52,852 |  |

89,929 |  | 427,907 |  |

CREDITORS

Amounts falling due within one year | 14 | (210,515 | ) | (1,055,391 | ) |

NET CURRENT LIABILITIES | (120,586 | ) | (627,484 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,364,545 |  | 8,274,402 |  |

CREDITORS

Amounts falling due after more than one year | 15 | (12,455,670 | ) | (11,011,943 | ) |

PROVISIONS FOR LIABILITIES | 18 | (230,000 | ) | (460,000 | ) |

NET LIABILITIES | (11,321,125 | ) | (3,197,541 | ) |

CAPITAL AND RESERVES

Called up share capital | 19 | 85,140 |  | 85,140 |  |

Retained earnings | 20 | (11,406,265 | ) | (3,282,681 | ) |

SHAREHOLDERS' FUNDS | (11,321,125 | ) | (3,197,541 | ) |

Company's loss for the financial year | (8,123,584 | ) | (2,395,329 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

J R Jenkins - Director

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

| Called up |

| share |  | Retained |  | Non-controlling |  | Total

| capital |  | earnings |  | Total |  | interests |  | equity

£ | £ | £ | £ | £ |

Balance at 1 October 2022 | 85,140 |  | (2,318,725 | ) | (2,233,585 | ) | - |  | (2,233,585 | ) |

Changes in equity

Dividends | - |  | - |  | - |  | (30,020 | ) | (30,020 | ) |

Total comprehensive loss | - |  | (2,986,216 | ) | (2,986,216 | ) | - |  | (2,986,216 | ) |

85,140 |  | (5,304,941 | ) | (5,219,801 | ) | (30,020 | ) | (5,249,821 | ) |

Acquisition of non-controlling interest | - |  | - |  | - |  | 208,160 |  | 208,160 |  |

Non-controlling interest arising on business combination | - |  | - |  | - |  | 146,487 |  | 146,487 |  |

Balance at 30 September 2023 | 85,140 |  | (5,304,941 | ) | (5,219,801 | ) | 324,627 |  | (4,895,174 | ) |

Changes in equity

Dividends | - |  | - |  | - |  | (24,700 | ) | (24,700 | ) |

Total comprehensive loss | - |  | (4,940,485 | ) | (4,940,485 | ) | - |  | (4,940,485 | ) |

85,140 |  | (10,245,426 | ) | (10,160,286 | ) | 299,927 |  | (9,860,359 | ) |

Acquisition of non-controlling interest | - |  | - |  | - |  | 324,627 |  | 324,627 |  |

Non-controlling interest arising on business combination | - |  | - |  | - |  | (13,403 | ) | (13,403 | ) |

Balance at 30 September 2024 | 85,140 |  | (10,245,426 | ) | (10,160,286 | ) | 611,151 |  | (9,549,135 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 October 2022 | 85,140 |  | (887,352 | ) | (802,212 | ) |

Changes in equity

Total comprehensive loss | - |  | (2,395,329 | ) | (2,395,329 | ) |

Balance at 30 September 2023 | 85,140 |  | (3,282,681 | ) | (3,197,541 | ) |

Changes in equity

Total comprehensive loss | - |  | (8,123,584 | ) | (8,123,584 | ) |

Balance at 30 September 2024 | 85,140 |  | (11,406,265 | ) | (11,321,125 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 452,569 |  | 242,817 |  |

Interest paid | (30,530 | ) | (69,830 | ) |

Tax paid | - |  | (66,401 | ) |

Taxation refund | - |  | 35,075 |  |

Net cash from operating activities | 422,039 |  | 141,661 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (65,704 | ) | (271,395 | ) |

Purchase of tangible fixed assets | (48,313 | ) | (3,920 | ) |

Payment of deferred consideration | (230,000 | ) | - |  |

Interest received | 3,884 |  | 1,442 |  |

Net cash from investing activities | (340,133 | ) | (273,873 | ) |

Cash flows from financing activities

New loans in year | 150,000 |  | - |  |

Loan repayments in year | (362,824 | ) | (168,993 | ) |

Amount withdrawn by directors | - |  | (5,000 | ) |

Amounts introduced by shareholders | 300,000 |  | - |  |

Dividends paid to minority interests | (24,700 | ) | (30,020 | ) |

Net cash from financing activities | 62,476 |  | (204,013 | ) |

Increase/(decrease) in cash and cash equivalents | 144,382 |  | (336,225 | ) |

Cash and cash equivalents at beginning of year | 2 | (232,725 | ) | 103,500 |  |

Cash and cash equivalents at end of year | 2 | (88,343 | ) | (232,725 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2024 |  | 2023

£ | £ |

| Loss before taxation | (4,961,555 | ) | (2,841,387 | ) |

| Depreciation charges | 629,501 |  | 696,802 |  |

| Loss on revaluation of fixed assets | - |  | 1,546,000 |  |

| Impairment of Goodwill | 2,318,904 |  | - |  |

| Finance costs | 1,208,578 |  | 1,093,011 |  |

| Finance income | (3,884 | ) | (1,442 | ) |

(808,456 | ) | 492,984 |  |

| Decrease in stocks | 803,879 |  | 741,542 |  |

| Decrease/(increase) in trade and other debtors | 1,204,472 |  | (511,919 | ) |

| Decrease in trade and other creditors | (747,326 | ) | (479,790 | ) |

| Cash generated from operations | 452,569 |  | 242,817 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 30 September 2024

| 30.9.24 |  | 1.10.23

£ | £ |

| Cash and cash equivalents | 189,585 |  | 273,219 |  |

| Bank overdrafts | (277,928 | ) | (505,944 | ) |

(88,343 | ) | (232,725 | ) |

| Year ended 30 September 2023

| 30.9.23 |  | 1.10.22

£ | £ |

| Cash and cash equivalents | 273,219 |  | 584,344 |  |

| Bank overdrafts | (505,944 | ) | (480,844 | ) |

(232,725 | ) | 103,500 |  |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.10.23 | Cash flow | At 30.9.24

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 273,219 |  | (83,634 | ) | 189,585 |  |

| Bank overdrafts | (505,944 | ) | 228,016 |  | (277,928 | ) |

(232,725 | ) | 144,382 |  | (88,343 | ) |

| Debt

| Debts falling due within 1 year | (186,723 | ) | (26,304 | ) | (213,027 | ) |

| Debts falling due after 1 year | (11,422,669 | ) | (1,238,920 | ) | (12,661,589 | ) |

(11,609,392 | ) | (1,265,224 | ) | (12,874,616 | ) |

| Total | (11,842,117 | ) | (1,120,842 | ) | (12,962,959 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

1. | STATUTORY INFORMATION

| Gak Topco Ltd 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 General Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The financial statements have been presented in sterling (£).

| The directors have considered the impact of the administrations of GAK.CO.UK (Holdings) Limited, GAK.CO.UK Limited and The Guitar, Amp & Keyboard Centre Limited in April 2025. Although these subsidiaries ceased trading after the balance sheet date, the directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis for the group and parent company (see Note 2 - Going Concern)

| Basis of consolidation

| The group financial statements consolidate the financial statements of the company and its subsidiary undertakings, all of which are made up to 30 September 2024. All intra-group profits and transactions are eliminated on consolidation.

| Critical accounting judgements and key sources of estimation uncertainty

| The areas involving the most significant judgement and estimation uncertainty are:

| Goodwill impairment: the carrying value of goodwill relating to the subsidiaries which went into administration were fully impaired at 30 September 2024 following management’s assessment of future cash flows and subsequent events.

| Investment in subsidiaries: the parent company’s investment in the subsidiaries which went into administraion were impaired to £nil at 30 September 2024 in line with the underlying value of the businesses.

| Non-adjusting events: management has exercised judgement in concluding that the administrations of certain subsidiaries in April 2025 are non-adjusting post-balance sheet events. As such, no adjustments have been made to the carrying values of current assets or liabilities at 30 September 2024.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of one business in September 2021 and another in December 2021, is being amortised evenly over its useful life of 10 years.

| Goodwill of £2.32 million relating to subsidiaries purchase in the September 2021 acquisition have been fully impaired at 30 September 2024. The impairment reflects the directors’ assessment that expected future cash flows from these operations were not sufficient to support the carrying value of goodwill, with the subsequent April 2025 administrations providing further evidence of impairment.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Intangible assets

| Any excess of the costs of the acquisition over the group's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. If the net fair value of the identifiable assets and liabilities exceeds the cost of the business combination, the excess is recognised as negative goodwill.

| Goodwill is being amortised evenly over its useful economic life of between 1 and 10 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply.

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Website development costs are recognised as an intangible asset when all of the following criteria are demonstrated:

| - The technical feasibility of completing the website so that it will be available for use or sale.

| - The intention to complete the development and use or sell it.

| - The ability to use the website or sell it.

| - How the website development will generate probable future economic benefits.

| - The availability of adequate technical, financial and other resources to complete the development and to use or sell the website development.

| - The ability to measure reliably the expenditure attributable to the website development during its development.

| Website development costs are being amortised over their estimated useful life of 10 years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Short leasehold | - | over term of lease

| Improvements to property | - | over term of lease

| Plant and machinery | - | 25% on reducing balance and 10% on cost

| Fixtures and fittings | - | 33% on cost, 25% on reducing balance and 15% on reducing balance

| Computer equipment | - | 33% on cost and 20% on cost

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Cost is calculated on a first in, first out basis and includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

| Net realisable value is based on estimated selling price less costs to complete and sell.

| At the end of each reporting period stocks are assessed for impairment. If any stock is impaired, it is reduced to its net realisable value and an impairment charge is recognised in the income statement. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the income statement.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

| Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

| Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an 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.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 year 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.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

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

| Current assets and liabilities

| Current assets and liabilities at 30 September 2024 have been recognised at amounts considered realisable/settleable as at that date. Although Gak.co.uk (Holdings) Limited, GAK.CO.UK Limited and Guitar, Amp & Keyboard Centre Limited entered administration in April 2025, this is treated as a non-adjusting post-balance sheet event. Consequently, no adjustments have been made to the carrying amounts of current assets or liabilities at 30 September 2024.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Going concern

| The group was supported during the year ended 30 September 2024 by shareholder funding. While this funding was withdrawn in respect of certain subsidiaries which subsequently entered administration in April 2025, the directors have received confirmation of continued support for the remaining group companies.

| The directors have prepared cash flow forecasts covering at least 12 months from the date of approval of these financial statements. These forecasts indicate that the group will be able to continue to meet its obligations as they fall due with the ongoing shareholder support.

| The directors acknowledge that the withdrawal of funding from subsidiaries and their subsequent administrations represent a material uncertainty which may cast significant doubt on the group’s ability to continue as a going concern. However, based on the forecasts and confirmed support, the directors believe it is appropriate to continue to prepare the financial statements on a going concern basis.

3. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

£ | £ |

| Wages and salaries | 2,241,339 |  | 2,330,887 |  |

| Social security costs | 73,666 |  | 60,815 |  |

| Other pension costs | 36,795 |  | 44,108 |  |

2,351,800 |  | 2,435,810 |  |

| The average number of employees during the year was as follows:

| 2024 |  | 2023

| Total staff | 71 |  | 80 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).

| 2024 |  | 2023

£ | £ |

| Directors' remuneration | 232,902 |  | 187,531 |  |

| Information regarding the highest paid director for the year ended 30 September 2024 is as follows:

| 2024 |

£ |  |

| Emoluments etc | 100,000 |  |

4. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 2024 |  | 2023

£ | £ |

| Hire of plant and machinery | 12,246 |  | 13,259 |  |

| Other operating leases | 157,123 |  | 160,071 |  |

| Depreciation - owned assets | 19,959 |  | 20,407 |  |

| Goodwill amortisation | 316,189 |  | 393,488 |  |

| Development costs amortisation | 293,354 |  | 282,906 |  |

| Foreign exchange differences | 13,258 |  | (13,854 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

5. | AUDITORS' REMUNERATION

| 2024 |  | 2023

£ | £ |

| Fees payable to the company's auditors for the audit of the company's financial statements | 43,765 |  | 36,388 |  |

| Total audit fees | 43,765 |  | 36,388 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£ | £ |

| Bank interest | 54,789 |  | 59,944 |  |

| Bank loan interest | 1,340 |  | 1,176 |  |

| Interest on tax | 8,722 |  | 1,221 |  |

| Interest payable | 1,143,727 |  | 1,030,670 |  |

1,208,578 |  | 1,093,011 |  |

7. | TAXATION

| No liability to UK corporation tax arose for the year ended 30 September 2024 nor for the period ended 30 September 2023.

8. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9. | INTANGIBLE FIXED ASSETS

| Group

| Development |

| Goodwill |  | costs |  | Totals

£ | £ | £ |

| COST

| At 1 October 2023 | 3,934,884 |  | 1,849,904 |  | 5,784,788 |  |

| Additions | - |  | 65,704 |  | 65,704 |  |

| Impairments | (3,483,018 | ) | - |  | (3,483,018 | ) |

| At 30 September 2024 | 451,866 |  | 1,915,608 |  | 2,367,474 |  |

| AMORTISATION

| At 1 October 2023 | 974,071 |  | 532,764 |  | 1,506,835 |  |

| Amortisation for year | 316,189 |  | 293,354 |  | 609,543 |  |

| Impairments | (1,164,114 | ) | - |  | (1,164,114 | ) |

| At 30 September 2024 | 126,146 |  | 826,118 |  | 952,264 |  |

| NET BOOK VALUE

| At 30 September 2024 | 325,720 |  | 1,089,490 |  | 1,415,210 |  |

| At 30 September 2023 | 2,960,813 |  | 1,317,140 |  | 4,277,953 |  |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

9. | INTANGIBLE FIXED ASSETS - continued

| Group

| At 30 September 2024, management performed an impairment review of goodwill allocated to the GAK.co.uk (Holdings) Limited company and its subsidiaries. Although the subsidiaries continued to trade with financial support from shareholders at the balance sheet date, the subsequent administration in April 2025 provided additional evidence that expected future cash flows from these operations were no longer sufficient to support the carrying value of goodwill.

| Accordingly, the directors have impaired the full carrying amount of goodwill of £2,318,904 at 30 September 2024.

10. | TANGIBLE FIXED ASSETS

| Group

| Improvements |

| Short |  | to |  | Plant and

| leasehold |  | property |  | machinery

£ | £ | £ |

| COST

| At 1 October 2023 | 1,704 |  | - |  | 4,314 |  |

| Additions | - |  | 24,643 |  | - |  |

| At 30 September 2024 | 1,704 |  | 24,643 |  | 4,314 |  |

| DEPRECIATION

| At 1 October 2023 | 1,704 |  | - |  | 2,292 |  |

| Charge for year | - |  | 536 |  | 505 |  |

| At 30 September 2024 | 1,704 |  | 536 |  | 2,797 |  |

| NET BOOK VALUE

| At 30 September 2024 | - |  | 24,107 |  | 1,517 |  |

| At 30 September 2023 | - |  | - |  | 2,022 |  |

| Fixtures |

| and |  | Computer |

| fittings |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 October 2023 | 93,390 |  | 10,846 |  | 110,254 |  |

| Additions | 11,016 |  | 12,654 |  | 48,313 |  |

| At 30 September 2024 | 104,406 |  | 23,500 |  | 158,567 |  |

| DEPRECIATION

| At 1 October 2023 | 36,404 |  | 6,493 |  | 46,893 |  |

| Charge for year | 13,739 |  | 5,179 |  | 19,959 |  |

| At 30 September 2024 | 50,143 |  | 11,672 |  | 66,852 |  |

| NET BOOK VALUE

| At 30 September 2024 | 54,263 |  | 11,828 |  | 91,715 |  |

| At 30 September 2023 | 56,986 |  | 4,353 |  | 63,361 |  |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

11. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 October 2023 | 8,901,886 |  |

| Impairments | (7,416,755 | ) |

| At 30 September 2024 | 1,485,131 |  |

| NET BOOK VALUE

| At 30 September 2024 | 1,485,131 |  |

| At 30 September 2023 | 8,901,886 |  |

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| GAK.co.uk (Holdings) Limited

| Registered office: 30-34 North Street, Hailsham, East Sussex, BN27 1DW

| Nature of business: Intermediary holding company

| %

| Class of shares: | holding |

| Ordinary £1 | 100.00 |

2024 | 2023 |

£ | £ |

| Aggregate capital and reserves | 371,449 |  | 371,510 |  |

| Loss for the year | (61 | ) | (33 | ) |

| The Guitar, Amp & Keyboard Centre LTD

| Registered office: 30-34 North Street, Hailsham, East Sussex, BN27 1DW

| Nature of business: Retail sale of musical equipment

| %

| Class of shares: | holding |

| Ordinary £1 | 100.00 |

2024 | 2023 |

£ | £ |

| Aggregate capital and reserves | 1,819,263 |  | 2,119,977 |  |

| (Loss)/profit for the year | (300,714 | ) | 9,005 |  |

| Investment in this company is through the intermediary company 'GAK.co.uk (holdings Ltd) Limited' which is owned 100% by GAK Topco Ltd.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

11. | FIXED ASSET INVESTMENTS - continued

| GAK.CO.UK Limited

| Registered office: 30-34 North Street, Hailsham, East Sussex, BN27 1DW

| Nature of business: Internet retail of musical equipment

| %

| Class of shares: | holding |

| Ordinary £1 | 100.00 |

2024 | 2023 |

£ | £ |

| Aggregate capital and reserves | (547 | ) | 719,973 |  |

| Loss for the year | (720,520 | ) | (520,067 | ) |

| Investment in this company is through the intermediary company 'GAK.co.uk (holdings Ltd) Limited' which is owned 100% by GAK Topco Ltd.

| The Mad About Music Group Limited

| Registered office: Unit 9 Dana Estate Transfesa Road, Paddock Wood, Tonbridge, TN12 6UT

| Nature of business: Intermediary holding company

| %

| Class of shares: | holding |

| Ordinary A £1 | 100.00 |

| Ordinary B £1 |

2024 | 2023 |

£ | £ |

| Aggregate capital and reserves | 235,484 |  | 139,815 |  |

| Profit for the year | 219,169 |  | 141,983 |  |

| GAK Topco Ltd have an effective interest in this subsidiary of 80%.

| DJM Music Limited

| Registered office: Unit 9 Estate, Transfesa Road, Paddock Wood, Tonbridge, Kent, TN12 6UT

| Nature of business: Internet retail of musical equipment

| %

| Class of shares: | holding |

| Ordinary A £1 | 100.00 |

| Ordinary B £1 | 100.00 |

2024 | 2023 |

£ | £ |

| Aggregate capital and reserves | (16,972 | ) | 93,738 |  |

| (Loss)/profit for the year | (110,710 | ) | 3,092 |  |

| Investment in this company is through the intermediary company 'The Mad About Music Group Limited' which is owned 80% by GAK Topco Ltd. Therefore, GAK Topco Ltd have an effective interest in this subsidiary of 80%.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

11. | FIXED ASSET INVESTMENTS - continued

| Tiger Music Distribution Limited

| Registered office: Unit 9 Dana Estate, Transfesa Road, Paddock Wood, Tonbridge, TN12 6UT

| Nature of business: Importation and wholesale of musical equipment

| %

| Class of shares: | holding |

| Ordinary A £1 | 100.00 |

| Ordinary B £1 | 100.00 |

2024 | 2023 |

£ | £ |

| Aggregate capital and reserves | 1,023,483 |  | 1,298,956 |  |

| (Loss)/profit for the year | (51,973 | ) | 585,286 |  |

| Investment in this company is through the intermediary company 'The Mad About Music Group Limited' which is owned 80% by GAK Topco Ltd. Therefore, GAK Topco Ltd have an effective interest in this subsidiary of 80%.

| Details of the company's subsidiaries at 30 September 2024 are as follows:

| Incorporated in England and Wales |  | Holding |  | Shares held |  | Status / Activity |  |

| GAK.co.uk (Holdings) Limited |  | Ordinary |  | 100% |  | Sub-holding company |  |

| The Mad About Music Group Limited |  | Ordinary |  | 80% |  | Sub-holding company |  |

| GAK.CO.UK Limited |  | Ordinary |  | 100% |  | Internet retail of musical equipment |  |

| The Guitar, Amp & Keyboard Centre Limited |  | Ordinary |  | 100% |  | Retail sale of musical equipment |  |

| Tiger Music Distribution Limited |  | Ordinary |  | 80% (100% owned by The Mad about Music Group limited above | ) | Sale of musical instruments |  |

| DJM Music Limited |  | Ordinary |  | 80% (100% owned by The Mad about Music Group limited above | ) | Sale of musical instruments |  |

| All investments in subsidiaries are held directly or indirectly through one of two sub-holding companies.

| During the year ended 30 September 2024, the directors reviewed the carrying value of investments in subsidiaries in light of trading performance and subsequent events. As a result of this review, an impairment charge of £7.4 million has been recognised against the investments in GAK.CO.UK (Holdings) Limited, GAK.CO.UK Limited and The Guitar, Amp & Keyboard Centre Limited, which entered administration in April 2025. The carrying value of the company’s investment in these subsidiaries has therefore been written down to £nil.

| The directors consider the carrying value of the remaining investments to be supported by expected future cash flows and continued shareholder support for the group’s ongoing operations.

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

12. | STOCKS

| Group |

2024 | 2023 |

£ | £ |

| Stocks | 4,282,639 |  | 5,086,518 |  |

13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Trade debtors | 578,229 |  | 1,810,234 |  | - |  | - |  |

| Amounts owed by group undertakings | 721,021 |  | - |  | - |  | 361,688 |  |

| Other debtors | 81,024 |  | 67,117 |  | - |  | - |  |

| VAT | 7,523 |  | - |  | - |  | - |  |

| Prepayments | 267,926 |  | 261,823 |  | 13,179 |  | 13,367 |  |

1,655,723 |  | 2,139,174 |  | 13,179 |  | 375,055 |  |

14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 16) | 306,584 |  | 519,179 |  | - |  | - |  |

| Other loans (see note 16) | 184,371 |  | 173,488 |  | - |  | - |  |

| Trade creditors | 2,415,646 |  | 2,930,497 |  | 105,014 |  | 54,673 |  |

| Trade finance payments | 223,605 |  | 368,174 |  | - |  | - |  |

| Amounts owed to group undertakings | 721,020 |  | - |  | 102,382 |  | 996,468 |  |

| Tax | - |  | 8,052 |  | - |  | - |  |

| Social security and other taxes | 57,639 |  | 65,273 |  | - |  | - |  |

| VAT | 297,746 |  | 359,494 |  | 3,119 |  | 4,250 |  |

| Other creditors | 111,840 |  | 99,123 |  | - |  | - |  |

| Accruals and deferred income | 279,144 |  | 310,385 |  | - |  | - |  |

4,597,595 |  | 4,833,665 |  | 210,515 |  | 1,055,391 |  |

15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Bank loans (see note 16) | 18,020 |  | 38,456 |  | - |  | - |  |

| Other loans (see note 16) | 12,643,569 |  | 11,384,213 |  | 12,455,670 |  | 11,011,943 |  |

12,661,589 |  | 11,422,669 |  | 12,455,670 |  | 11,011,943 |  |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

16. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Amounts falling due within one year or | on demand: |

| Bank overdrafts | 277,928 |  | 505,944 |  | - |  | - |  |

| Bank loans | 28,656 |  | 13,235 |  | - |  | - |  |

| Other loans | 184,371 |  | 173,488 |  | - |  | - |  |

490,955 |  | 692,667 |  | - |  | - |  |

| Amounts falling due between one and | two years: |

| Bank loans - 1-2 years | 18,020 |  | 38,456 |  | - |  | - |  |

| Other loans - 1-2 years | 187,899 |  | 184,371 |  | - |  | - |  |

205,919 |  | 222,827 |  | - |  | - |  |

| Amounts falling due between two and | five years: |

| Other loans - 2-5 years | - |  | 187,899 |  | - |  | - |  |

| Amounts falling due in more than five | years: |

| Repayable otherwise than by instalments |

| Other loans more 5yrs non-inst | 12,455,670 |  | 11,011,943 |  | 12,455,670 |  | 11,011,943 |  |

17. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2024 | 2023 |

£ | £ |

| Bank overdrafts | 277,928 |  | 505,944 |  |

| Bank loans | 46,676 |  | 51,691 |  |

324,604 |  | 557,635 |  |

| A debenture dated 3 May 2006 is held over all of the assets of Guitar, Amp & Keyboard Centre Ltd & GAk.co.uk Ltd..

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

18. | PROVISIONS FOR LIABILITIES

| Group |

2024 | 2023 |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 19,450 |  | 19,065 |  |

| Other provisions | 230,000 |  | 460,000 |  |

| Aggregate amounts | 249,450 |  | 479,065 |  |

| Group

| Deferred |  | Other |

| tax |  | provisions |

£ | £ |

| Balance at 1 October 2023 | 19,065 |  | 460,000 |  |

| Charge to Income Statement during year | 385 |  | - |  |

| Deferred consideration paid | - |  | (230,000 | ) |

| Balance at 30 September 2024 | 19,450 |  | 230,000 |  |

| The amounts held for provisions relate to the deferred consideration payable in relation to the purchase of The Mad About Music Group. This is payable in two installments.

19. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 70,379 | Ordinary A | £1 | 70,379 |  | 70,291 |  |

| 14,621 | Ordinary B | £1 | 14,621 |  | 14,665 |  |

| 14,000 | Ordinary C | £0.01 | 140 |  | 184 |  |

85,140 |  | 85,140 |  |

20. | RESERVES

| Group

| Retained

| earnings

£ |

| At 1 October 2023 | (5,304,941 | ) |

| Deficit for the year | (4,940,485 | ) |

| At 30 September 2024 | (10,245,426 | ) |

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

20. | RESERVES - continued

| Company

| Retained

| earnings

£ |

| At 1 October 2023 | (3,282,681 | ) |

| Deficit for the year | (8,123,584 | ) |

| At 30 September 2024 | (11,406,265 | ) |

21. | NON-CONTROLLING INTERESTS

| Non-controlling interests represents 20% of the share capital and reserves of The Mad About Music Group Limited.

22. | PENSION COMMITMENTS

| The group contributes towards employees' defined contribution schemes. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £41,188 (2023: £44,108).

23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to a director subsisted during the years ended 30 September 2024 and 30 September 2023:

2024 | 2023 |

£ | £ |

| I P Stephens

| Balance outstanding at start of year | - |  | 5,000 |  |

| Amounts repaid | - |  | (5,000 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | - |  | - |  |

24. | RELATED PARTY DISCLOSURES

| 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.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

25. | POST BALANCE SHEET EVENTS

| In April 2025, three subsidiaries of the group, Gak.co.uk (Holdings) Limited, GAK.CO.UK Limited and Guitar, Amp & Keyboard Centre Limited, entered administration and ceased trading. The administrations followed the withdrawal of shareholder funding which had previously supported the companies.

| In accordance with FRS 102 Section 32, this is treated as a non-adjusting event. No adjustments have therefore been made to the carrying values of current assets or liabilities at 30 September 2024. However, the group has recognised impairment losses against goodwill and parent company investments relating to these subsidiaries at 30 September 2024 (see Notes 9 and 11).

GAK TOPCO LTD (REGISTERED NUMBER: 13460460)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 SEPTEMBER 2024

26. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is L O Johnson.