REGISTERED NUMBER: 14784617 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31 March 2025

for

Venus Topco Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

6

Statement of Financial Position

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTOR:

M A Rivers

REGISTERED OFFICE:

3rd Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

14784617 (England and Wales)

AUDITORS:

Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The director presents his report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTOR

M Cryer held office from 1 April 2024 until after 31 March 2025 but prior to the date of this report.

M A Rivers was appointed as a director after 31 March 2025 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he 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 company's auditors are aware of that information.

AUDITORS

The auditors, Venture House Business Service Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M A Rivers - Director

10 December 2025

Opinion

We have audited the financial statements of Venus Topco Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 company's affairs as at 31 March 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to the going concern note to the financial statements which explains that the company was set up to act as a holding company for a trading subsidiary in administration. As such, the company will be wound up once all amounts recoverable are received. The directors therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

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, 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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:

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 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.

Christopher Baylis (Senior Statutory Auditor)

for and on behalf of Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

10 December 2025

TURNOVER

3

16,991

32,253

Administrative expenses

669,668

5,832,542

OPERATING LOSS

5

(652,677

)

(5,800,289

)

Amounts written off investments

7

-

3,267,366

LOSS BEFORE TAXATION

(652,677

)

(9,067,655

)

Tax on loss

8

-

-

LOSS FOR THE FINANCIAL YEAR

(652,677

)

(9,067,655

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(652,677

)

(9,067,655

)

CURRENT ASSETS

Debtors

10

59,480

675,753

Cash at bank

1,934

11,650

61,414

687,403

CREDITORS

Amounts falling due within one year

11

67,715

41,027

NET CURRENT (LIABILITIES)/ASSETS

(6,301

)

646,376

TOTAL ASSETS LESS CURRENT LIABILITIES

(6,301

)

646,376

CAPITAL AND RESERVES

Called up share capital

12

969,901

969,901

Share premium

13

8,744,130

8,744,130

Retained earnings

13

(9,720,332

)

(9,067,655

)

SHAREHOLDERS' FUNDS

(6,301

)

646,376

The financial statements were approved by the director and authorised for issue on 10 December 2025 and were signed by:

M A Rivers - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

969,901

-

8,744,130

9,714,031

Total comprehensive income

-

(9,067,655

)

-

(9,067,655

)

Balance at 31 March 2024

969,901

(9,067,655

)

8,744,130

646,376

Changes in equity

Total comprehensive income

-

(652,677

)

-

(652,677

)

Balance at 31 March 2025

969,901

(9,720,332

)

8,744,130

(6,301

)

1.	STATUTORY INFORMATION

Venus 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 Company 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Significant judgements and estimates

In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets that are not readily apparent from other sources. The estimates and underlying 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 on going basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision

affects only that period, or in the period of the revision and future periods if the revision affects both

current and future periods.

The cost of investments are reviewed with reference to forecast profitability of the subsidiary and impairment in the cost of investment reflected if necessary.

Outstanding loans are reviewed with reference to liquidators reports and the recoverable amount reduced if necessary.

Turnover

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

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost, less any subsequent impairment.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.

TURNOVER

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

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the period ended 31 March 2024.

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

Period

6.4.23

Year Ended

to

31.3.25

31.3.24

Director

1

1

Period

6.4.23

Year Ended

to

31.3.25

31.3.24

£

£

Director's remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

Period

6.4.23

Year Ended

to

31.3.25

31.3.24

£

£

Auditors' remuneration

4,800

4,050

Auditors' remuneration for non audit work

2,895

2,800

Foreign exchange differences

1,098

-

6.	EXCEPTIONAL ITEMS

Period

6.4.23

Year Ended

to

31.3.25

31.3.24

£

£

Exceptional items

(643,499

)

(5,791,500

)

The exceptional item of £643,499 (2023: £5,791,500) relates to the amount written off a loan due from a group company in administration.

7.

AMOUNTS WRITTEN OFF INVESTMENTS

Period

6.4.23

Year Ended

to

31.3.25

31.3.24

£

£

Amounts written off

investments

-

3,267,366

8.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the period ended 31 March 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

6.4.23

Year Ended

to

31.3.25

31.3.24

£

£

Loss before tax

(652,677

)

(9,067,655

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(163,169

)

(2,266,914

)

Effects of:

Expenses not deductible for tax purposes

160,875

2,264,717

Movement in deferred tax asset not recognised

2,294

2,197

Total tax charge

-

-

9.	FIXED ASSET INVESTMENTS

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

CTD Tiles Holding Ltd

Registered office: 33 Glasshouse Street, 3rd Floor, London, W1B 5DG

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

Tildest Realisations Limited

Registered office: c/o Interpath Ltd, 60 Grey Street, Newcastle Upon Tyne, NE1 6AH

Nature of business: In administration

%

Class of shares:

holding

Ordinary

100.00

Indirectly held.

Administrators were appointed 20/08/2024.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Amounts owed by group undertakings

57,832

643,500

VAT

1,648

-

Prepayments and accrued income

-

32,253

59,480

675,753

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Trade creditors

9,953

-

Amounts owed to group undertakings

49,412

32,677

Accrued expenses

8,350

8,350

67,715

41,027

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

£

969,901

Ordinary

£1

969,901

969,901

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 April 2024

(9,067,655

)

8,744,130

(323,525

)

Deficit for the year

(652,677

)

(652,677

)

At 31 March 2025

(9,720,332

)

8,744,130

(976,202

)

14.	ULTIMATE PARENT COMPANY

Aurelius Investments Lux One Sarl (incorporated in Luxembourg ) is regarded by the director as being the company's ultimate parent company.

Aurelius Investments Lux One Sarl (incorporated in Luxembourg) is regarded by the director as being the company's ultimate parent company.

The smallest and largest group preparing consolidated accounts in which the Company's results are included is that headed by Venus TopCo Limited. Copies of these accounts can be obtained from 33 Glasshouse Street, 3rd Floor, London, W1B 5DG.

15.	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.

16.	GOING CONCERN

The company was set up to act as a holding company. The trading subsidiary within the group is in the process of being wound up. The company will be wound up once all amounts recoverable are received. Therefore these accounts have been prepared on a basis other than going concern. No changes to the financial statements arose as a result of this.