REGISTERED NUMBER: 16095328 (England and Wales)

STAR WILLOW MIDCO LIMITED

FINANCIAL STATEMENTS FOR THE PERIOD 22 NOVEMBER 2024 TO 30 APRIL 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Ms L Carballo

M R Coxall

REGISTERED OFFICE:

33 Cavendish Square

London

W1G 0PW

REGISTERED NUMBER:

16095328 (England and Wales)

AUDITORS:

Cooper Parry

1st Floor, Abbey Square,

Davidson House, The Forbury

Reading

RG1 3EU

FIXED ASSETS

Investments

4

12,320,000

CURRENT ASSETS

Debtors

5

31,282,418

CREDITORS

Amounts falling due within one year

6

32,161,612

NET CURRENT LIABILITIES

(879,194

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,440,806

CAPITAL AND RESERVES

Called up share capital

102

Share premium

12,319,898

Retained earnings

(879,194

)

11,440,806

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

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

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

Ms L Carballo - Director

M R Coxall - Director

1.	STATUTORY INFORMATION

Star Willow Midco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The company has taken advantage of the under section 400 of the companies act 2006 not to prepare consolidated accounts. The financial statement present information about the company as an individual entity only.

Related party exemption

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

Significant judgements and estimates

In the application of the company's accounting policies, the 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 following judgements have been made in the process of applying the company's accounting policies that have had the most significant effect on amounts recognised in the financial statements:

Valuation of fixed asset investments - were valued at cost originally then at each reporting date, the value of investments is reviewed for any impairment.

Recoverability of amounts owed by group undertakings - at each reporting date, amounts owed by group undertakings are reviewed for collectability and a reserve is recorded if, in the Directors' judgement, the collectability of the balance is uncertain.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to or from related parties. All such instruments are measured initially and subsequently at the transaction price.

At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment is recognised in the profit and loss account.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

12,320,000

At 30 April 2025

12,320,000

NET BOOK VALUE

At 30 April 2025

12,320,000

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

Subsidiary

Star Willow Bidco Limited

Registered office: 33, Cavendish Square, London, England, W1G 0PW

Nature of business: Activities of other holding companies

%

Class of shares:

holding

Ordinary

100.00

30/4/25

£

Aggregate capital and reserves

11,773,998

Loss for the period

(546,002

)

Indirect subsidiary undertakings

GenAir UK Limited

Registered office: Marston House 5, Elmdon Lane, Marston Green, Solihull, West Midlands, England, B37 7DL

Nature of business: Renting and leasing of other machinery

%

Class of shares:

holding

Ordinary

100.00

30/4/25

£

Aggregate capital and reserves

5,152,755

Profit for the period

3,497,817

GenAir Asset Leasing Limited

Registered office: Marston House 5, Elmdon Lane, Marston Green, Solihull, West Midlands, England, B37 7DL

Nature of business: Renting and leasing of other machinery

%

Class of shares:

holding

Ordinary

100.00

30/4/25

£

Aggregate capital and reserves

(735,645

)

Profit for the period

(735,745

)

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

31,282,418

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other creditors

32,161,612

7.

LOANS

An analysis of the maturity of loans is given below:

£

Amounts falling due within one year or on demand:

Other loans

32,156,612

The breakdown of other loans is as follows:

On 5 February 2025, the company issued 12% fixed rate A loan notes for a consideration of £31,084,418, to related undertakings, which are repayable on the date upon which a sale or listing occurs, or on such date as approved by the board with investor approval.

On 5 February 2025, the company issued 12% fixed rate B loan notes for a consideration of £198,000, to related undertakings, which are repayable on the date upon which a sale or listing occurs, or on such date as approved by the board with investor approval.

These loans are unsecured.

8.	SECURED DEBTS

Glas Trust Corporation Limited holds a fixed and floating charge over the assets of the company dated 5 February 2025, due to loans taken out in a related undertaking.

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

The Report of the Auditors was unqualified.

Roslyn McFarlane (Senior Statutory Auditor)

for and on behalf of Cooper Parry

10.	ULTIMATE PARENT COMPANY

Star Capital Partnership LLP is regarded by the directors as being the company's ultimate parent company. The registered office is 15th Floor 33 Cavendish Square, London, England, W1G 0PW.

The name of the parent company which draws up the consolidated financial statements is Star Willow Topco Limited. The registered office of Star Willow Topco Limited is 15th Floor 33 Cavendish Square, London, England, W1G 0PW.