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REGISTERED NUMBER: 16093368 (England and Wales)















STAR WILLOW TOPCO LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025






STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 17


STAR WILLOW TOPCO LIMITED

COMPANY INFORMATION
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025







DIRECTORS: Ms L Carballo
M R Coxall
P M Jones
D G Timmins
A J Wright





REGISTERED OFFICE: 33 Cavendish Square
London
W1G 0PW





REGISTERED NUMBER: 16093368 (England and Wales)





AUDITORS: Cooper Parry
1st Floor, Abbey Square,
Davidson House, The Forbury
Reading
RG1 3EU

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

GROUP STRATEGIC REPORT
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


The directors present their strategic report of the company and the group for the period 21 November 2024 to 30 April 2025.

REVIEW OF BUSINESS
The STAR Willow Group (SW Group) was formed on 21 November 2024 to acquire the entire share capital of GenAir UK Limited and its subsidiary. STAR Willow Topco Limited (the "Company") owns 100% of STAR Willow Midco Limited, which indirectly owns 100% of GenAir UK Limited.

STAR Willow Topco Limited is owned by the funds managed by Star Capital Partnership LLP (Star) and previous shareholders of GenAir UK Limited.

The strategic objective of STAR Willow Group is to continue to grow GenAir UK Limited and its subsidiaries.

The main Key Performance Indicators for the Group are the performances in terms of Turnover and Profit of its subsidiaries.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties of the SW Group include:
- Market conditions: Activity in core sectors is linked to wider economic performance. A slowdown could reduce demand.
- Competition and pricing: Pressure from other providers could impact hire rates.
- Fleet reliability: Equipment failure or supply chain delays could reduce utilisation.
- Health & safety compliance: Operating in high-risk environments requires strict safety standards.
- Environmental regulation: Growing demand for lower-emission equipment may impact older fleet.
- Funding: Fleet renewal depends on access to finance and stable cash flow.
- Skilled staff: Retention and recruitment of engineers are critical to service delivery.

Mitigation measures include investment in modern fleet and systems, strong supplier and customer relationships, ongoing health and safety focus, and prudent financial management.

ON BEHALF OF THE BOARD:





Ms L Carballo - Director


30 October 2025

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

REPORT OF THE DIRECTORS
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


The directors present their report with the financial statements of the company and the group for the period 21 November 2024 to 30 April 2025.

INCORPORATION
The group was incorporated on 21 November 2024 and commenced trading on the same date.

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of hire of generators and other equipment.

DIVIDENDS
No dividends will be distributed for the period ended 30 April 2025.

FUTURE DEVELOPMENTS
The directors anticipate the business environment will remain competitive. They believe that the group will in a good financial position after a full year of trade and that the risks that have been identified are being well managed. The directors are confident in the group's ability to maintain and build on this position, to increase its turnover, profitability and grow its market share.

DIRECTORS
The directors who have held office during the period from 21 November 2024 to the date of this report are as follows:

Ms L Carballo - appointed 21 November 2024
M R Coxall - appointed 21 November 2024
P M Jones - appointed 5 February 2025
D G Timmins - appointed 5 February 2025
A J Wright - appointed 5 February 2025

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

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). 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.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

REPORT OF THE DIRECTORS
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


AUDITORS
The auditors, Cooper Parry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Ms L Carballo - Director


30 October 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STAR WILLOW TOPCO LIMITED


Opinion
We have audited the financial statements of Star Willow Topco Limited (the 'group') for the year ended 30 April 2025, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
- give a true and fair view of the state of the group's affairs as at 30 April 2025 and of its profit for the year then ended;
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group'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 the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STAR WILLOW TOPCO LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 3, 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 group'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 to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STAR WILLOW TOPCO LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

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.

We gained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates, and considered the risk of acts by the group that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the group'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 group'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 group and the group's members, as a body, for our audit work, for this report, or for the opinions we have formed.




Roslyn McFarlane (Senior Statutory Auditor)
for and on behalf of Cooper Parry
1st Floor, Abbey Square,
Davidson House, The Forbury
Reading
RG1 3EU

30 October 2025

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

CONSOLIDATED
INCOME STATEMENT
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025

Notes £   

TURNOVER 3 3,774,631

Cost of sales 956,789
GROSS PROFIT 2,817,842

Administrative expenses 2,149,554
OPERATING PROFIT 5 668,288

Interest receivable and similar income 757
669,045

Interest payable and similar expenses 6 1,745,770
LOSS BEFORE TAXATION (1,076,725 )

Tax on loss 7 1,720,768
LOSS FOR THE FINANCIAL PERIOD (2,797,493 )
Loss attributable to:
Owners of the parent (2,797,493 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025

Notes £   

LOSS FOR THE PERIOD (2,797,493 )


OTHER COMPREHENSIVE INCOME
Capital contribution 900
Income tax relating to other comprehensive
income

-
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD, NET OF INCOME
TAX


900
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(2,796,593

)

Total comprehensive income attributable to:
Owners of the parent (2,796,593 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

CONSOLIDATED BALANCE SHEET
30 APRIL 2025

Notes £    £   
FIXED ASSETS
Intangible assets 9 49,493,463
Tangible assets 10 15,368,332
Investments 11 -
64,861,795

CURRENT ASSETS
Debtors 12 4,804,288
Cash at bank and in hand 2,435,155
7,239,443
CREDITORS
Amounts falling due within one year 13 36,086,361
NET CURRENT LIABILITIES (28,846,918 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

36,014,877

CREDITORS
Amounts falling due after more than one
year

14

(37,123,000

)

PROVISIONS FOR LIABILITIES 18 (1,591,470 )
NET LIABILITIES (2,699,593 )

CAPITAL AND RESERVES
Called up share capital 19 9,700
Share premium 20 87,300
Capital redemption reserve 20 900
Retained earnings 20 (2,797,493 )
SHAREHOLDERS' FUNDS (2,699,593 )

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


STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

COMPANY BALANCE SHEET
30 APRIL 2025

Notes £    £   
FIXED ASSETS
Intangible assets 9 -
Tangible assets 10 -
Investments 11 12,320,000
12,320,000

CURRENT ASSETS
Debtors 12 12,320,900

CREDITORS
Amounts falling due within one year 13 12,666,574
NET CURRENT LIABILITIES (345,674 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,974,326

CREDITORS
Amounts falling due after more than one
year

14

12,223,000
NET LIABILITIES (248,674 )

CAPITAL AND RESERVES
Called up share capital 19 9,700
Share premium 20 87,300
Capital redemption reserve 20 900
Retained earnings 20 (346,574 )
SHAREHOLDERS' FUNDS (248,674 )

Company's loss for the financial year (346,574 )

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


STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   

Changes in equity
Issue of share capital 9,700 - 87,300 - 97,000
Total comprehensive income - (2,797,493 ) - 900 (2,796,593 )
Balance at 30 April 2025 9,700 (2,797,493 ) 87,300 900 (2,699,593 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   

Changes in equity
Issue of share capital 9,700 - 87,300 - 97,000
Total comprehensive income - (346,574 ) - 900 (345,674 )
Balance at 30 April 2025 9,700 (346,574 ) 87,300 900 (248,674 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025

Notes £   
Cash flows from operating activities
Cash generated from operations 1 1,814,820
Interest paid (530,002 )
Tax paid (271,173 )
Net cash from operating activities 1,013,645

Cash flows from investing activities
Purchase of tangible fixed assets (14,863,891 )
Acquisition of subsidiary, net of cash (53,942,017 )
Net cash from investing activities (68,805,908 )

Cash flows from financing activities
New loans in year 70,505,418
Loan repayments in year (375,000 )
Share issue 97,000
Net cash from financing activities 70,227,418

Increase in cash and cash equivalents 2,435,155
Cash and cash equivalents at beginning of
period

2

-

Cash and cash equivalents at end of
period

2

2,435,155

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


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

£   
Loss before taxation (1,076,725 )
Depreciation charges 610,967
Goodwill 1,180,069
Finance costs 1,745,770
Finance income (757 )
2,459,324
Increase in trade and other debtors (1,372,752 )
Increase in trade and other creditors 728,248
Cash generated from operations 1,814,820

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:

Period ended 30 April 2025
30/4/25 21/11/24
£    £   
Cash and cash equivalents 2,435,155 -


3. ANALYSIS OF CHANGES IN NET DEBT

On
acquisition
of
At 21/11/24 Cash flow subsidiary At 30/4/25
£    £    £    £   
Net cash
Cash at bank
and in hand - 1,292,686 1,142,469 2,435,155
- 1,292,686 1,142,469 2,435,155
Debt
Debts falling due
within 1 year - (33,881,612 ) - (33,881,612 )
Debts falling due
after 1 year - (37,123,000 ) - (37,123,000 )
- (71,004,612 ) - (71,004,612 )
Total - (69,711,926 ) 1,142,469 (68,569,457 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


4. ACQUISITION OF BUSINESS

The acquisitions in the year increased cash at bank and in hand by £1,142,469.

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


1. STATUTORY INFORMATION

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

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and all of its
subsidiary undertakings together with the group’s share of the results of associates made up to 30 April.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary
financial statements to apply the group’s accounting policies when preparing the consolidated financial
statements.

Any subsidiary undertakings or associates sold or acquired during the year are included up
to, or from, the dates of change of control or change of significant influence respectively.

All subsidiaries acquired are recognised under the purchase method.

Related party exemption
The group 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.

Significant judgements and estimates
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 following key judgements and estimates 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:

Depreciation - the useful economic lives of fixed assets can vary. Management review the policies and determine their appropriateness based on historic experience and the current expectations of useful
life.
Amortisation - the goodwill is being amortised evenly over its useful economic life of ten years. Management review the policy and determine its appropriateness based on historic experience and the current expectations of useful life.

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The group recognises revenue for hire services, adjusted for rebates, on a straight line basis as the equipment is available evenly over the period of hire. Revenue is recognised for transport services provided at the point at which delivery or collection is completed. Revenue for repairs to equipment damaged whilst on hire is recognised from the point the damage is identified.

Goodwill
Goodwill arising on acquisition of a business is carried at cost less accumulated amortisation and impairment loses, if any. Amortisation is calculated on a straight-line basis over the useful economic life of 10 years.

The year of acquisition of subsidiaries was 2025.

For the purpose of impairment testing, goodwill is allocated to each of the company's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

Intangible assets
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.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 20% on reducing balance and 15% on reducing balance
Fixtures and fittings - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33% on cost

At each balance sheet date, the group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that any items of property, plant and equipment have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.

Taxation
Taxation for the period 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.


STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


2. ACCOUNTING POLICIES - continued
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.

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.

Financial instruments
The group 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, cash and bank balances 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.

Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown in borrowing in current liabilities.

Going concern
The directors have assessed the ability of the company and group to continue trading for a minimum period of 12 months from the date of authorising the financial statements.

The directors are satisfied that it remains appropriate for the financial statements to be prepared on a going concern basis.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£   
United Kingdom 3,774,631
3,774,631

All revenue from the rendering of services is earned in the UK from its principal activity.

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


4. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 397,918
Social security costs 44,678
Other pension costs 6,291
448,887

The average number of employees during the period was as follows:

Engineer 12
Driver 9
Admin 8
Senior management 8
37

£   
Directors' remuneration 72,048
Directors' pension contributions to money purchase schemes 330

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1

5. OPERATING PROFIT

The operating profit is stated after charging:

£   
Other operating leases 35,063
Depreciation - owned assets 1,212,227
Goodwill amortisation 1,180,069
Auditors' remuneration 50,000

6. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Loan interest 1,745,770

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the period was as follows:
£   
Current tax:
UK corporation tax 303,278

Deferred tax 1,417,490
Tax on loss 1,720,768

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Loss before tax (1,076,725 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (269,181 )

Effects of:
Expenses not deductible for tax purposes 380,423
Other tax adjustments, reliefs and transfers 1,387,259
Chargeable gain 2,469
Movement in deferred tax not recognised 219,798
Total tax charge 1,720,768

Tax effects relating to effects of other comprehensive income

Gross Tax Net
£    £    £   
Capital contribution 900 - 900

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.


STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
Additions 50,673,532
At 30 April 2025 50,673,532
AMORTISATION
Amortisation for period 1,180,069
At 30 April 2025 1,180,069
NET BOOK VALUE
At 30 April 2025 49,493,463

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Plant and and Motor Computer
machinery fittings vehicles equipment Totals
£    £    £    £    £   
COST
Additions 15,757,451 18,966 779,787 24,355 16,580,559
At 30 April 2025 15,757,451 18,966 779,787 24,355 16,580,559
DEPRECIATION
Charge for period 1,119,138 11,064 63,511 18,514 1,212,227
At 30 April 2025 1,119,138 11,064 63,511 18,514 1,212,227
NET BOOK VALUE
At 30 April 2025 14,638,313 7,902 716,276 5,841 15,368,332

Additions include £16,161,706 of fixed assets arising from the acquisition of related undertakings.

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


11. FIXED ASSET INVESTMENTS

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

Subsidiary

Star Willow Midco 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 11,440,806
Loss for the period (879,194 )

Indirect subsidiary undertakings

The following were indirect subsidiary undertakings of the company:

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 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


11. FIXED ASSET INVESTMENTS - continued

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 )
Loss for the period (735,745 )

Star Willow Topco Limited incorporated on 21 November 2024. Star Willow Midco Limited, a 100% owned subsidiary of Star Willow Topco Limited incorporated on 22 November 2024. Star Willow Bidco Limited, a 100% subsidiary of Star Willow Midco Limited, incorporated on 22 November 2024. On 5 February 2025, Star Willow Bidco Limited acquired 100 percent of the issued share capital of GenAir UK Limited for a consideration of £54,936,296. On this date, Star Willow Topco Limited took control of the company and all of its subsidiaries.

The assets and liabilities acquired were as follows:

Book Value £ Adjustments £ Fair Value £

Property, plant and equipment 1,115,407 - 1,115,407
Trade and other receivables 3,430,636 - 3,430,636
Cash and cash equivalents 1,142,469 - 1,142,469
Trade and other payables (361,865 ) - (361,865 )
Tax liabilities (889,903 ) - (889,903 )
Deferred tax (173,980 ) - (173,980 )

Totals 4,262,764 4,262,764


Goodwill 50,673,532

Total consideration 54,936,296


The consideration was satisfied by: £   
Cash 54,936,296


STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade debtors 3,414,934 -
Bad debt provision (32,653 ) -
Amounts owed by group undertakings - 12,320,000
Other debtors 1,108,357 900
Prepayments 313,650 -
4,804,288 12,320,900

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Bank loans and overdrafts (see note 15) 1,725,000 -
Other loans (see note 15) 32,156,612 -
Trade creditors 498,164 -
Amounts owed to group undertakings - 12,320,000
Corporation tax 581,063 -
PAYE & NIC control a/c 50,525 -
VAT 619,054 -
Other creditors 5,242 -
Accrued expenses 450,701 346,574
36,086,361 12,666,574

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR


Group Company
£    £   
Bank loans (see note 15) 24,900,000 -
Preference shares (see note 15) 12,223,000 12,223,000
37,123,000 12,223,000

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


15. LOANS

An analysis of the maturity of loans is given below:


Group Company
£    £   
Amounts falling due within one year or on demand:
Bank loans 1,725,000 -
Other loans 32,156,612 -
33,881,612 -
Amounts falling due between one and two years:
Bank loans - 1-2 years 2,400,000 -
Amounts falling due between two and five years:
Bank loans - 2-5 years 6,825,000 -
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Preference shares 12,223,000 12,223,000
Repayable by instalments
Bank loans more 5 yr by instal 15,675,000 -

There is a bank loan with an outstanding amount of £26,625,000 as at 30 April 2025. This is in respect of completion monies for the takeover of GenAir UK Ltd. The loan is split into the following facilities:

Facility A: The loan term is 5 years from 5 February 2025. The interest rate is SONIA + 375bps. Repayments are quarterly starting from 30 April 2025.

Facility B: The loan term is 6 years from 5 February 2025. The interest rate is SONIA + 425bps. There are no repayments, the loan is non-amortising.

Facility C: The loan term is 6 years from 5 February 2025. The interest rate is SONIA + 375bps. Repayments are quarterly starting from 30 April 2026.

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.

Details of shares shown as liabilities are as follows:

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


15. LOANS - continued

61,115,002 C1 Preference shares of 1p
61,115,002 C2 Preference shares of 1p

Preference shares were issued on the 5 February 2025. These shares were redeemable and have been treated as a financial liability, These rank ahead of Ordinary Shares A, B, C1 and C2 shares and have capital return rights including on a winding up. The preference shares have no voting rights.

The shares are entitled to a cumulative preferential dividend at the rate of 12% per annum.

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-
cancellable
operating
leases
£   
Within one year 290,213
Between one and five years 563,482
853,695

17. SECURED DEBTS

The following secured debts are included within creditors:


Group
£   
Bank loans 26,625,000

Glas Trust Corporation Limited holds a fixed and floating charge over the assets of the group dated 5 February 2025.

18. PROVISIONS FOR LIABILITIES


Group
£   
Deferred tax 1,591,470

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


18. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Provided during period 173,980
Charge to Income Statement during period 1,417,490
Balance at 30 April 2025 1,591,470

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
680,004 A Ordinary 1p 6,800
20,000 B Ordinary 1p 200
134,998 C1 Ordinary 1p 1,350
134,998 C2 Ordinary 1p 1,350
9,700

The following shares were issued during the period for cash at par:

100 Ordinary shares of £1
670,004 A Ordinary shares of 1p
20,000 B Ordinary shares of 1p
134,998 C1 Ordinary shares of 1p
134,998 C2 Ordinary shares of 1p

The company issued 100 Ordinary shares of £1 at par value on incorporation. On the 5 February 2025 the shares were sub-divided into 10,000 Ordinary shares of 1p. The company changed the designation of these shares to A Ordinary shares of 1p. The remaining shares were issued on the 5 February 2025.

Ordinary A, B, C1 and C2 shares have full voting rights, dividend and capital return rights including on a winding up.

20. RESERVES

Group
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

Deficit for the period (2,797,493 ) (2,797,493 )
Cash share issue - 87,300 - 87,300
Capital contribution - - 900 900
At 30 April 2025 (2,797,493 ) 87,300 900 (2,709,293 )

STAR WILLOW TOPCO LIMITED (REGISTERED NUMBER: 16093368)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 NOVEMBER 2024 TO 30 APRIL 2025


20. RESERVES - continued

Company
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

Deficit for the period (346,574 ) (346,574 )
Cash share issue - 87,300 - 87,300
Capital contribution - - 900 900
At 30 April 2025 (346,574 ) 87,300 900 (258,374 )

A capital contribution fell due in the year. The capital contribution confers no rights to shares in the capital or assets of the recipient or rights of the same or similar kind as they are enjoyed by members of the recipient such as voting rights, rights to share in profits, or rights to share in any surplus on a liquidation of the recipient.

21. PENSION COMMITMENTS

The company operates a defined contribution scheme. During the period the group contributed £6,291. There were £2,103 contributions at the reporting date.

22. 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.

23. CONTINGENT LIABILITIES

The group has a revolving credit facility of £2,000,000. As of 30th April 2025, no money has been drawn.

24. CAPITAL COMMITMENTS
£   
Contracted but not provided for in the
financial statements 126,324

25. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr A Mallin, Mr P Gough and Mrs U Bhalla.