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Registration number: 11010959

Luigi TopCo Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 30 June 2025

Luigi TopCo Limited

Contents

Company Information | 1
Chairman's Report | 2 to 3
Strategic Report | 4 to 6
Directors' Report | 7 to 10
Statement of Directors' Responsibilities | 11
Independent Auditor's Report | 12 to 14
Consolidated Profit and Loss Account | 15
Consolidated Statement of Comprehensive Income | 16
Consolidated Balance Sheet | 17
Balance Sheet | 18
Consolidated Statement of Changes in Equity | 19
Statement of Changes in Equity | 20
Consolidated Statement of Cash Flows | 21
Notes to the Financial Statements | 22 to 39

Luigi TopCo Limited

Company Information

Directors | A Troup J Lawford D Gaynor D Wilkinson K Bacon D Earlam S Wooldridge G S Adair

Registered office | C1 Endeavour Place Coxbridge Business Park Alton Road Farnham GU10 5EH

Solicitors | Harrison Clark Rickerbys Limited 5 Deansway Worcester WR1 2JG

Bankers | Lloyds Bank Plc 18 Prince of Wales Walk Camberley GU15 3SJ

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Luigi TopCo Limited

Chairman's Report for the Year Ended 30 June 2025

Chairman's statement
2025 represented a year of consolidation in our core business, combined with continued expansion in both the UK and in our EU business.
Over the past 12 months, the UK leisure market has faced a complex mix of consumer headwinds, shaped by economic, political, and behavioural factors. Inflationary pressures, particularly those stemming from energy costs and labour expenses-including National Insurance hikes-have challenged operators to maintain profitability.
Despite these challenges, spending on leisure activities has shown resilience, buoyed by warmer weather, bank holidays, and a strong appetite for experiences over goods.
Nonetheless, strategic pricing, promotional offers, and tech-driven enhancements have helped mitigate these headwinds and outperform sector benchmarks.
Following highs seen immediately after the invasion of Ukraine, we have seen significant reduction in our energy cost through this year, recognising the importance of this we have locked in new contracts for the current financial year which will give even greater savings to our business. Across a two-year period, we will have seen our energy cost reduced by just under £2 million, allowing us to make significant investment in our business and our people.
In October we opened a new track in High Wycombe. This is our first UK site in a high footfall, mall location, and is a potential blueprint for future projects.
In December we opened our second new site in Bournemouth, which I am pleased to report has outperformed our initial expectations, with our new look design and a more open retail feel. This site also offers Sixes cricket, which opened to good reviews. It also includes our first large scale SIM offering, with a new provider, bringing the latest tech to TeamSport. We hope to roll this out across our business in the year ahead.
In November we completed the acquisition of a new site in Veenendaal in the Netherlands. The site offers a high-quality, multi entertainment space with karting, bowling, escape rooms, glow golf and many other high-quality experiential leisure activities. We are pleased to have retained the existing management team, and I’m delighted to welcome them to the TeamSport family. Our pipeline of new sites remains incredibly strong with new openings at Brent Cross shopping Centre, Bicester Heritage Museum and Stuttgart in Germany all under contract. Brent Cross is due to open in early 2026, and will showcase our first full scale bowling offering, as well as introducing our new mini karts, suitable for children under eight, something that we have not previously offered. This will enable us to reach a new target audience and improve our focus on providing end to end go karting.
In May we were pleased to complete a refinancing of our business with our lead lender, Apera Capital. This renewed all existing debt into one Term B facility with a further £30 million Facility put in place to help support our growth aspirations. This secures the facilities through to 2031 and our investor loans until 2033. This is a real endorsement of the strong relationship we have with our key partners, and the strong fundamentals underpinning our business.
At year-end, our long-term CEO Dom Gaynor stepped down after 23 years. He remains a non-exec, allowing us to benefit from his expertise, and will continue to support our pipeline development.
We are pleased to welcome Gavin Adair as our new CEO. Gavin was previously CEO of Rosa’s Thai, expanding the business significantly during his tenure. Prior to this Gavin was strategy director for Wahaca, the highly successful Mexican restaurant concept.
Whilst consumer headwinds have provided challenging trading conditions we have seen some real step changes. In a toughening market we believe that to succeed we need to exceed our customers expectation through experience. With this in mind we trialled a new track management system, ensuring that our customers have the best track experience possible, and can drive unhindered by incidents around the track. The trial in Stoke has beaten our expectations with customer rating scores becoming the highest in the business. This is something that we will continue to develop and rollout across our UK business.
2024 ended with a Reputation score (in the UK) of 4.6, which we believe is industry leading. I am pleased to say that we have again improved on this, and ended the year with a score of 4.7.
We end the year with around 1,800 employees with an improving tenure, particularly amongst our full-time staff. This is a key priority for us as we value the experience of all our crew. They have continued to support and inspire us, and I would like to thank all our crew who have contributed to the progress we have made.
We enter 2026 with a renewed plan for growth, and we look forward to implementing it in the months ahead.
Glenn Earlam
Chairman

Luigi TopCo Limited

Chairman's Report for the Year Ended 30 June 2025

Chairman's statement
2025 represented a year of consolidation in our core business, combined with continued expansion in both the UK and in our EU business.
Over the past 12 months, the UK leisure market has faced a complex mix of consumer headwinds, shaped by economic, political, and behavioural factors. Inflationary pressures, particularly those stemming from energy costs and labour expenses-including National Insurance hikes-have challenged operators to maintain profitability.
Despite these challenges, spending on leisure activities has shown resilience, buoyed by warmer weather, bank holidays, and a strong appetite for experiences over goods.
Nonetheless, strategic pricing, promotional offers, and tech-driven enhancements have helped mitigate these headwinds and outperform sector benchmarks.
Following highs seen immediately after the invasion of Ukraine, we have seen significant reduction in our energy cost through this year, recognising the importance of this we have locked in new contracts for the current financial year which will give even greater savings to our business. Across a two-year period, we will have seen our energy cost reduced by just under £2 million, allowing us to make significant investment in our business and our people.
In October we opened a new track in High Wycombe. This is our first UK site in a high footfall, mall location, and is a potential blueprint for future projects.
In December we opened our second new site in Bournemouth, which I am pleased to report has outperformed our initial expectations, with our new look design and a more open retail feel. This site also offers Sixes cricket, which opened to good reviews. It also includes our first large scale SIM offering, with a new provider, bringing the latest tech to TeamSport. We hope to roll this out across our business in the year ahead.
In November we completed the acquisition of a new site in Veenendaal in the Netherlands. The site offers a high-quality, multi entertainment space with karting, bowling, escape rooms, glow golf and many other high-quality experiential leisure activities. We are pleased to have retained the existing management team, and I’m delighted to welcome them to the TeamSport family. Our pipeline of new sites remains incredibly strong with new openings at Brent Cross shopping Centre, Bicester Heritage Museum and Stuttgart in Germany all under contract. Brent Cross is due to open in early 2026, and will showcase our first full scale bowling offering, as well as introducing our new mini karts, suitable for children under eight, something that we have not previously offered. This will enable us to reach a new target audience and improve our focus on providing end to end go karting.
In May we were pleased to complete a refinancing of our business with our lead lender, Apera Capital. This renewed all existing debt into one Term B facility with a further £30 million Facility put in place to help support our growth aspirations. This secures the facilities through to 2031 and our investor loans until 2033. This is a real endorsement of the strong relationship we have with our key partners, and the strong fundamentals underpinning our business.
At year-end, our long-term CEO Dom Gaynor stepped down after 23 years. He remains a non-exec, allowing us to benefit from his expertise, and will continue to support our pipeline development.
We are pleased to welcome Gavin Adair as our new CEO. Gavin was previously CEO of Rosa’s Thai, expanding the business significantly during his tenure. Prior to this Gavin was strategy director for Wahaca, the highly successful Mexican restaurant concept.
Whilst consumer headwinds have provided challenging trading conditions we have seen some real step changes. In a toughening market we believe that to succeed we need to exceed our customers expectation through experience. With this in mind we trialled a new track management system, ensuring that our customers have the best track experience possible, and can drive unhindered by incidents around the track. The trial in Stoke has beaten our expectations with customer rating scores becoming the highest in the business. This is something that we will continue to develop and rollout across our UK business.
2024 ended with a Reputation score (in the UK) of 4.6, which we believe is industry leading. I am pleased to say that we have again improved on this, and ended the year with a score of 4.7.
We end the year with around 1,800 employees with an improving tenure, particularly amongst our full-time staff. This is a key priority for us as we value the experience of all our crew. They have continued to support and inspire us, and I would like to thank all our crew who have contributed to the progress we have made.
We enter 2026 with a renewed plan for growth, and we look forward to implementing it in the months ahead.
Glenn Earlam
Chairman

Luigi TopCo Limited

Strategic Report for the Year Ended 30 June 2025

The directors present their strategic report for the year ended 30 June 2025.

Principal activity

The principal activity of the group is managing and operating indoor go karting tracks.
The principal activity of the company is that of a holding company.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £ 75,601,960 (2024 - £73,523,437) and an operating loss of £4,188,057 (2024 - operating profit of £674,559). At 30 June 2025 the group had total assets less current liabilities of £52,631,938 (2024 - £54,142,914).

Balance sheet strength

Despite investing £17,488,738 in our business in the year, we had an average cash balance of £8,336,046 finishing the year with cash of £8,096,262.
In May we were pleased to complete a refinancing of our business with our existing lender, Apera Capital. This renewed all existing debt into one Term B facility with a further £30 million facility put in place to help support our growth aspirations. This secures the facilities through to 2031 and our investor loans until 2031. This is a real endorsement of the strong relationship we have with our key partners, and the strong fundamentals underpinning our business.
Throughout the year, and for the year ahead, we have significant headroom on all our covenants.

People engagement 'Great place to work'

TeamSport has been named one of the UK’s Best Workplaces™ (2025) by Great Place to Work®, the global authority on workplace culture in the super-large category for retail, hospitality & leisure. This achievement reflects our strong culture and values and why our people love being part of TeamSport.

Growth strategy

We operate across three markets, with 37 tracks in the UK following the opening of High Wycombe and Bournemouth, 3 tracks in Germany and 3 tracks in the Netherlands, following the acquisition of The Maxx in Veenendaal in November 2024. Across all our territories we continue to see significant opportunity for growth.
In the UK we expect to open at least two sites in this financial year. Landlord works are currently under way at Brent Cross shopping centre. With over 10 million visitors a year Brent Cross remains a ground-breaking and evolving retail destination, still pioneering nearly 50 years after its opening and now central to a transformative urban regeneration effort.
Landlord works are also underway at our site at Bicester Heritage Museum. The former aircraft hangar will offer a unique experience in the UK’s first dedicated vintage motoring business hub, housing over 50 specialist garages and restoration workshops on a 444-acre historic site.
In Germany, the landlord works are now completed in Stuttgart, and we are well on our way with our own construction works.
In addition, we are investing in the continued refurbishment of our existing estate, all designed to improve our customer experience. We trialled a new track management system in Stoke, where we have received exceptional customer feedback. We are currently installing this in Warrington, one of our flagship sites.

Luigi TopCo Limited

Strategic Report for the Year Ended 30 June 2025

ESG

The year marked a milestone for us as we continued to focus on our glidepath of achieving Net Zero by 2030, having become Carbon Neutral some years ago.
In the year we passed the milestone of more than 65% of our tracks being electric. This is a huge improvement on where we stood just three to four years ago.
We continue to focus on reducing our energy consumption, and have seen significant improvements across our sites. Combined with other actions we remain ahead of our Net Zero glidepath.

Outlook

We are performing in line with our expectations, despite the headwinds that have hit both businesses and consumers alike across Europe. Our invested sites continue to perform well, driving Like for Like improvement.

Future developments

We expect to deliver robust performance over the next 12 months. Our focus on financial performance is critical to our management of the business, and our marketing resource is deployed to ensure we react to any softening in consumer spending.
We continue to look for small gains across our business. Our investment in technology and in-house sales and marketing teams continues to enhance the digital customer journey from pre-booking, to driving experience, to post-booking communications. We have evolved our social media activity, and CRM campaigns, all which help drive our on-line sales, with online bookings accounting for circa 90% of revenue.
To maintain this success we are investing in Artificial Intelligence, to see how we can improve the efficiency of every aspect of our business even further, driving yields through dynamic pricing and customer demand through ever more targeted social engagement.

Key performance indicators

The group uses several key perfomance indicators to monitor and improve development, performance, and the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The Directors do not consider the inclusion of an analysis using performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance, as the key indicator is earnings before interest, tax, amortisation, and depreciation, which is shown in the financial statements.In addition, we constantly focus on short- and medium-term cash.
We monitor web traffic, a key source of customer bookings, as well as conversion rates, etc., daily. We also monitor our reputation scores on a track-by-track basis. This measures how our customers are rating their experience with us. This is the key to our success.
We also monitor our employee satisfaction, striving for year-on-year improvement. We are a customer facing business, and the engagement of our crew is key to this.

Principal risks and uncertainties

The management of the group and the execution of the group's strategy are subject to several risks. The group uses several indicators to monitor and improve the development, performance, and position of the business. Results are reviewed regularly and risk management and mitigation plan pro-actively altered to meet changes in the internal and external environments.

Financial instruments

The group uses financial instruments as part of its financial risk management. Although not considered a major risk, the nature of its financial instruments means that they are subject to normal trading risk and liquidity risks from the covenants in operation over the outstanding debt.
As reported last year we have a fixed cap interest rate hedge, ensuring we are protected from any material escalation in interest rates.

Luigi TopCo Limited

Strategic Report for the Year Ended 30 June 2025

Going concern

In accordance with the Financial Reporting Council's Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' the Directors of all companies are now required to provide disclosures regarding the going concern basis of accounting.
We produce detailed short term cash flows to monitor our cash spend, ensuring that we maintain appropriate levels of cash. We also monitor our performance daily, ensuring that on a monthly basis, we consider the validity of current forecasts. Where necessary we will redeploy capital to ensure the security of our business.
The Directors believe that that the Group has sufficient financial resources available to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Approved by the Board on 29 December 2025 and signed on its behalf by:

G S Adair
Director

Luigi TopCo Limited

Directors' Report for the Year Ended 30 June 2025

The directors present their report and the for the year ended 30 June 2025.

Directors of the company

The directors who held office during the year were as follows:

A Troup

J Lawford

D Gaynor

D Wilkinson

K Bacon

D Earlam

S Wooldridge

N Pryce (resigned 4 April 2025)

G S Adair (appointed 30 June 2025)

Employment of disabled persons

The group's policy is to consider the recruitment of disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, where possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
The group's selection, training, development and promotion policies ensure equal opportunities for all colleagues regardless of factors such as gender, marital status, race, age, sexual preference and orientation, color, creed, ethnic origin, religion or belief, disability or trade union affiliation. All of our decisions are based on merit.

S172 statement

The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Group has considered the long-term strategy of the business in the strategic report and consider that this strategy will continue to deliver long term success to the business and it’s stakeholders.
The Group is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about which suppliers are used to deliver best value while maintaining an awareness of the environmental impact of the work that they do and strive to reduce their carbon footprint.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and customers.
In ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly between all members of the Group.

Streamlined energy and carbon reporting summary

Approach

The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the provided greenhouse gas reporting figures for the relevant year. The financial control approach has been used to define the scope boundary.

Base year and changes in emissions

A base year of 1st July 2023 - 30th June 2024 has been used. The base year is used as the benchmark for emission data and consumption changes, and the changes between this reporting period and the base year have been recorded and detailed. The recalculation policy is to recalculate the base year emissions only for relevant significant changes which meet the threshold of affecting 5% of base year emissions.

Luigi TopCo Limited

Directors' Report for the Year Ended 30 June 2025

Operational scopes

Scope 1, 2 and 3 emissions have been included within this report. Teamsport occupied 38 buildings during this period, where electricity and gas are the primary and only utilities used. Teamsport owned company vehicles and had staff mileage claims. All activities are based within the UK.

• | Scope 1 emissions consist of natural gas usage within the building and fuel from company owned vehicles and karts.
• | Scope 2 consist of electricity usage within the building.
• | Scope 3 emissions consisting of grey fleet have been included.

Table 1 shows the breakdown of carbon emissions, in tonnes of carbon dioxide equivalent (tCO2e), by scope and specific area, with comparison to the base year.

Table 1 - Breakdown of consumption and carbon emissions by scope, with comparison to the base year, for the current reporting period 1st July 2024 - 30th June 2025.

|  | Base Year (FY2024) |  | Current Year (FY2025) |  | tCO2e Change
|  | tCO2e |  | % of Total |  | TCO2e |  | % of Total |
Scope 1 |  | 1,369 |  | 49% |  | 1,021 |  | 43% |  | (345)
Biogas |  | 13 |  | 0% |  | - |  | 0% |  | (13)
Karts - Petrol w/out catalytic converters Karts - Petrol w/out catalytic converters |  | 475 |  | 17% |  | 351 |  | 15% |  | (124)
Karts - Petrol with catalytic converters |  | 788 |  | 28% |  | 578 |  | 25% |  | (209)
Company Cars - Diesel (miles) |  | 5 |  | 0% |  | 6 |  | 0% |  | 1
Company Cars - Petrol (miles) |  | 2 |  | 0% |  | - |  | 0% |  | (2)
Company Cars - Hybrid (miles) |  | 18 |  | 1% |  | 27 |  | 1% |  | 8
Company Vans - Diesel (miles) |  | 67 |  | 2% |  | 59 |  | 2% |  | (9)
Scope 2 |  | 1,358 |  | 48 |  | 1,270 |  | 54% |  | (89)
Electricity |  | 1,346 |  | 48 |  | 1,256 |  | 53% |  | (90)
Company Cars - Battery Electric (miles) |  | 12 |  | 0% |  | 14 |  | 1% |  | 2
Scope 3 |  | 83 |  | 3% |  | 68 |  | 3% |  | (14)
Grey Fleet Mileage – Diesel (miles) |  | 21 |  | 1% |  | 21 |  | 1% |  | -
Grey Fleet Mileage – Petrol (miles) |  | 62 |  | 2% |  | 48 |  | 2% |  | (14)
Total gross emissions |  | 2,810 |  | 100% |  | 2,359 |  | 100% |  | (451)
Less Renewable Electricity |  | (1,198) |  | (43%) |  | (1,179) |  | (50%) |  | (19)
Gross Emissions (Market Based) |  | 1,612 |  | 57% |  | 1,313 |  | 50% |  | (300)
Less Offsets |  | - |  | 0% |  | 1,315 |  | 50% |  | 1,315
Total net emissions |  | 1,612 |  | 57% |  | (2) |  | 0% |  | (1,615)

Carbon offsets and electricity
Electricity purchased for own use or consumption: 7,097,301 kWh.
Renewable electricity generated from owned or controlled sources: 6,661,162 kWh.
Biogas Purchased: 30,268 kWh
Carbon Offsets: 1,315 tonnes of carbon

Luigi TopCo Limited

Directors' Report for the Year Ended 30 June 2025

Intensity ratios and target

An overall intensity ratio of gross Scope 1, 2 and 3 emissions per £M Turnover has been calculated. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals.
The previous reduction target was to reduce gross Scope 1, 2 and 3 emissions by 5% from FY 2024 to FY 2025 which has been achieved. The chosen emissions reduction target for this financial year is to reduce the overall business intensity ratio by 5% from FY 2025 to FY 2026. The target is based upon the intensity ratio to improve performance, rather than allow for spurious improvements due to changes in operations. If the turnover theoretically remains the same across the current and upcoming reporting periods, predicted gross emissions are 1,247.09 tCO2e. Table 2 shows the intensity ratio of £61.16M and target for the business, with comparison to the base year.

Table 2 - Overall intensity ratio, target, and predicted tCO2e, with comparison to the base year. Intensity ratios are presented as Gross and Net Scope 1, 2and 3 tCO2e/£M Turnover.

| Previous Year (FY 2024) |  | Current Year (FY 2025) |  | Predicted Year (FY 2026)
| tCO2e | Intensity ratio |  | tCO2e | Intensity ratio |  | Predicted tCO2e | Intensity target
Gross Emissions (Location based) | 2,810 | 45 |  | 2,359 | 39 |  | 2,241 | 37
Gross emissions (Market based) | 1,612 | 26 |  | 1,313 | 21 |  | 1,247 | 20
Net Emissions | 1612 | 26 |  | 1,313 | 21 |  | 1,247 | 20

Carbon Reduction Initiatives
Teamsport were required to comply with ESOS Phase 3 where their carbon reduction initiatives are detailed in this report will be tracked annually to ensure they are met.

Luigi TopCo Limited

Directors' Report for the Year Ended 30 June 2025

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 29 December 2025 and signed on its behalf by:

G S Adair
Director

Luigi TopCo Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Luigi TopCo Limited

Independent Auditor's Report to the Members of Luigi TopCo Limited

Opinion

We have audited the financial statements of Luigi TopCo Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 30 June 2025 and of the group's loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Luigi TopCo Limited

Independent Auditor's Report to the Members of Luigi TopCo Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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 11, 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 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.

Auditor 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.

Luigi TopCo Limited

Independent Auditor's Report to the Members of Luigi TopCo Limited

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).
In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

29 December 2025

Luigi TopCo Limited

Consolidated Profit and Loss Account for the Year Ended 30 June 2025

| Notes | 2025 £ | 2024 £
Turnover | 3 | 75,601,960 | 73,523,437
Cost of sales |  | (31,561,976) | (29,290,880)
Other operating income | 4 | 568,540 | 373,873
Gross profit |  | 44,608,524 | 44,606,430
Administrative expenses |  | (34,009,618) | (32,026,471)
Operating profit before amortisation, depreciation and exceptional items |  | 10,598,906 | 12,579,959
Amortisation expense |  | (4,647,465) | (4,338,372)
Depreciation expense |  | (8,309,004) | (6,912,795)
Administrative expenses - exceptional | 6 | (1,830,494) | (555,721)
Operating (loss)/profit |  | (4,188,057) | 773,071
Other interest receivable and similar income |  | 14,655 | -
Interest payable and similar charges | 7 | (14,319,869) | (11,367,038)
|  | (14,305,214) | (11,367,038)
Loss before tax |  | (18,493,271) | (10,593,967)
Taxation | 11 | (248,860) | (349,379)
Loss for the financial year |  | (18,742,131) | (10,943,346)

The above results were derived from continuing operations.

Luigi TopCo Limited

Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2025

| 2025 £ | 2024 £
Loss for the year | (18,742,131) | (10,943,346)
Foreign currency translation loss | (306,260) | (277,722)
Total comprehensive income for the year | (19,048,391) | (11,221,068)

Luigi TopCo Limited

(Registration number: 11010959)
Consolidated Balance Sheet as at 30 June 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 17,249,933 | 16,282,644
Tangible assets | 14 | 38,588,083 | 34,299,699
|  | 55,838,016 | 50,582,343
Current assets |  |  |
Stocks | 16 | 1,640,336 | 1,878,683
Debtors | 17 | 7,074,884 | 9,818,841
Cash at bank and in hand |  | 8,096,262 | 10,494,950
|  | 16,811,482 | 22,192,474
Creditors: Amounts falling due within one year | 18 | (20,017,560) | (18,631,903)
Net current (liabilities)/assets |  | (3,206,078) | 3,560,571
Total assets less current liabilities |  | 52,631,938 | 54,142,914
Creditors: Amounts falling due after more than one year | 18 | 123,604,727 | 106,008,225
Provisions for liabilities | 11 | 462,256 | 398,719
|  | 124,066,983 | 106,406,944
Capital and reserves |  |  |
Called up share capital | 20 | 202,730 | 202,730
Share premium reserve | 21 | 786,743 | 786,743
Treasury shares | 21 | (122,624) | -
Profit and loss account | 21 | (72,301,894) | (53,253,503)
Total equity |  | (71,435,045) | (52,264,030)
Total capital, reserves and long term liabilities |  | 52,631,938 | 54,142,914

Approved and authorised by the Board on 29 December 2025 and signed on its behalf by:

D Wilkinson
Director

Luigi TopCo Limited

(Registration number: 11010959)
Balance Sheet as at 30 June 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 15 | 708,576 | 708,576
Current assets |  |  |
Debtors | 17 | 761,389 | 761,389
Creditors: Amounts falling due within one year | 18 | (480,492) | (480,492)
Net current assets |  | 280,897 | 280,897
Net assets |  | 989,473 | 989,473
Capital and reserves |  |  |
Called up share capital | 20 | 202,730 | 202,730
Share premium reserve | 21 | 786,743 | 786,743
Total equity |  | 989,473 | 989,473

The company made a profit after tax for the financial year of £Nil (2024 - profit of £Nil).

Approved and authorised by the Board on 29 December 2025 and signed on its behalf by:

D Wilkinson
Director

Luigi TopCo Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 July 2023 | 202,730 | 786,743 | (42,032,435) | (41,042,962)
Loss for the year | - | - | (10,943,346) | (10,943,346)
Other comprehensive income | - | - | (277,722) | (277,722)
Total comprehensive income | - | - | (11,221,068) | (11,221,068)
At 30 June 2024 | 202,730 | 786,743 | (53,253,503) | (52,264,030)

| Share capital £ | Share premium £ | Treasury share capital £ | Profit and loss account £ | Total £
At 1 July 2024 | 202,730 | 786,743 | - | (53,253,503) | (52,264,030)
Loss for the year | - | - | - | (18,742,131) | (18,742,131)
Other comprehensive income | - | - | - | (306,260) | (306,260)
Total comprehensive income | - | - | - | (19,048,391) | (19,048,391)
Purchase of own share capital | - | - | (122,624) | - | (122,624)
At 30 June 2025 | 202,730 | 786,743 | (122,624) | (72,301,894) | (71,435,045)

Luigi TopCo Limited

Statement of Changes in Equity for the Year Ended 30 June 2025

| Share capital £ | Share premium £ | Total £
At 1 July 2023 | 202,730 | 786,743 | 989,473
At 30 June 2024 | 202,730 | 786,743 | 989,473

| Share capital £ | Share premium £ | Total £
At 1 July 2024 | 202,730 | 786,743 | 989,473
At 30 June 2025 | 202,730 | 786,743 | 989,473

Luigi TopCo Limited

Consolidated Statement of Cash Flows for the Year Ended 30 June 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Loss for the year |  | (18,742,131) | (10,943,346)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 12,956,469 | 11,251,167
Profit on disposal of tangible assets |  | (29,307) | (69,873)
Finance income |  | (14,655) | -
Finance costs | 7 | 14,319,869 | 11,367,038
Income tax expense | 11 | 248,860 | 349,379
Foreign exchange (gains)/losses |  | 68,576 | 1,493
|  | 8,807,681 | 11,955,858
Working capital adjustments |  |  |
Decrease/(increase) in stocks | 16 | 303,969 | (467,196)
Decrease/(increase) in trade debtors | 17 | 3,097,817 | (2,225,943)
Decrease in trade creditors | 18 | (762,188) | (1,719,945)
Cash generated from operations |  | 11,447,279 | 7,542,774
Income taxes paid | 11 | (14,293) | (51,184)
Net cash flow from operating activities |  | 11,432,986 | 7,491,590
Cash flows from investing activities |  |  |
Interest received |  | 14,655 | -
Acquisitions of tangible assets | 14 | (11,061,460) | (14,494,982)
Proceeds from sale of tangible assets |  | 29,307 | 69,873
Acquisition of intangible assets | 12 | (90,430) | (329,228)
Acquisition of subsidiaries (net of cash acquired) | 13 | (6,366,155) | (2,116,661)
Net cash flows from investing activities |  | (17,474,083) | (16,870,998)
Cash flows from financing activities |  |  |
Interest paid |  | (3,492,192) | (3,359,096)
Payments for purchase of own shares |  | (122,624) | -
Proceeds from bank borrowing draw downs |  | 57,146,604 | 10,000,000
Repayment of bank borrowing |  | (45,875,746) | -
Payment of debt costs |  | (4,000,814) | -
Net cash flows from financing activities |  | 3,655,228 | 6,640,904
Net decrease in cash and cash equivalents |  | (2,385,869) | (2,738,504)
Cash and cash equivalents at 1 July |  | 10,494,950 | 13,511,176
Effect of exchange rate fluctuations on cash held |  | (12,819) | (277,722)
Cash and cash equivalents at 30 June |  | 8,096,262 | 10,494,950

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
C1 Endeavour Place
Coxbridge Business Park
Alton Road
Farnham
GU10 5EH

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Going concern

As noted in the Strategic Report, after reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 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 estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to amortisation and depreciation of intangible and tangible fixed assets and are addressed below.

Judgements

No significant judgements have been made by management in preparing these financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:

• The amount of revenue can be reliably measured;
• it is probable that future economic benefits will flow to the entity; and
• specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives as follows:

Asset class | Depreciation method and rate
Leasehold property | over the life of the lease or 10 years
Plant and machinery | over 3 or 6 years
Motor vehicles | over 2 to 3 years

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Development costs are initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | over 10 years
Software development | over 3 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the group is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 3 | Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rendering of goods and services | 73,145,311 | 70,194,814
Other revenue | 2,456,649 | 3,328,623
| 75,601,960 | 73,523,437

Other revenue is derived from expired liabilities, business interruption insurance receipts and other sales.

The analysis of the group's turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 60,625,992 | 61,563,750
Europe | 14,975,968 | 11,959,687
| 75,601,960 | 73,523,437

| 4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | 2024 £
Other operating income (direct) | 568,540 | 373,873

Other operating income relates to Fast Forward grant funding.

| 5 | Operating profit

Arrived at after charging

| 2025 £ | 2024 £
Depreciation expense | 8,309,004 | 6,912,795
Amortisation expense | 4,647,465 | 4,338,372
Foreign exchange losses | 68,576 | 1,493
Operating lease expense - property | 9,600,408 | 8,459,246
Operating lease expense - other | 201,096 | 162,411

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 6 | Exceptional items

| 2025 £ | 2024 £
Exceptional expenses | 1,830,494 | 555,721

Exceptional administrative expenses in the current year relate to restructuring costs, aborted site and project fees, leadership transition, Preston Insurance capex claim and other small non-recurring costs, while the prior year costs related to recruitment costs and small non-recurring costs.

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 5,361,326 | 3,967,202
Interest expense on other finance liabilities | 8,601,881 | 7,075,915
Other finance costs | 356,662 | 323,921
| 14,319,869 | 11,367,038

| 8 | Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 25,578,034 | 23,981,557
Social security costs | 1,750,545 | 1,559,405
Pension costs, defined contribution scheme | 1,153,725 | 1,030,947
| 28,482,304 | 26,571,909

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Operations | 1,557 | 1,368
Administration and support | 121 | 123
| 1,678 | 1,491

Company
The company incurred no staff costs and had no employees other than the directors.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 617,759 | 811,266
Contributions paid to money purchase schemes | 16,957 | 16,428
| 634,716 | 827,694

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 4 | 4

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 219,318 | 239,310
Company contributions to money purchase pension schemes | 10,000 | 1,321

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 55,150 | 44,400
Other fees to auditors |  |
Audit-related assurance services | 17,250 | 13,750
All other non-audit services | 19,000 | 21,850
| 36,250 | 35,600

| 11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 185,323 | -
Foreign tax | - | 25,431
Total current income tax | 185,323 | 25,431
Deferred taxation |  |
Arising from origination and reversal of timing differences | (378,611) | 1,207,988
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | 442,148 | (884,040)
Total deferred taxation | 63,537 | 323,948
Tax expense in the income statement | 248,860 | 349,379

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 11 | Taxation (continued)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Loss before tax | (18,493,271) | (10,593,967)
Corporation tax at standard rate | (4,623,318) | (2,648,492)
Tax increase from effect of capital allowances and depreciation | 1,372,531 | 1,329,246
Effect of expense not deductible in determining taxable profit (tax loss) | 296,640 | 1,346,286
Deferred tax expense/(credit) from unrecognised temporary difference from a prior period | 696,918 | (314,686)
Tax increase from other tax effects | 2,506,089 | 637,025
Total tax charge | 248,860 | 349,379

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Differences between accumulated depreciation and capital allowances | 4,512,555
Losses and other deductions | (4,035,791)
Short-term timing differences | (14,508)
| 462,256

2024 | Liability £
Differences between accumulated depreciation and capital allowances | 3,951,838
Losses and other deductions | (2,780,303)
Short-term timing differences | (772,816)
| 398,719

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 12 | Intangible assets

Group

| Goodwill £ | Software development costs £ | Total £
Cost
At 1 July 2024 | 39,172,342 | 688,630 | 39,860,972
Additions | - | 90,430 | 90,430
Other movements | 450,000 | - | 450,000
Acquisitions | 5,040,255 | - | 5,040,255
Foreign exchange movements | 34,069 | - | 34,069
At 30 June 2025 | 44,696,666 | 779,060 | 45,475,726
Amortisation
At 1 July 2024 | 23,317,947 | 260,381 | 23,578,328
Amortisation charge | 4,506,491 | 140,974 | 4,647,465
At 30 June 2025 | 27,824,438 | 401,355 | 28,225,793
Carrying amount
At 30 June 2025 | 16,872,228 | 377,705 | 17,249,933
At 30 June 2024 | 15,854,395 | 428,249 | 16,282,644

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 13 | Business combinations

On 29 November 2024, Go Karting for Fun NL B.V acquired 100% of the issued share capital of The Maxx Veenendaal B.V and its associated companies, obtaining control.
The Maxx Veenendaal B.V and its associated companies contributed £2,539,310 revenue and £513,989 profit to the group's loss for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Book value and Fair value 2025 £
Assets and liabilities acquired |
Financial assets | 999,173
Stocks | 65,622
Tangible assets | 1,535,928
Financial liabilities | (629,510)
Total identifiable assets | 1,971,213
Goodwill | 5,040,255
Total consideration | 7,011,468
Satisfied by: |
Cash | 7,011,468
Cash flow analysis: |
Cash consideration | 7,011,468
Less: cash and cash equivalent balances acquired | (645,313)
Net cash outflow arising on acquisition | 6,366,155

The useful life of goodwill is 10 years. The nature of goodwill acquired on business combination primarily relates to the track itself.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 14 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost
At 1 July 2024 | 34,778,516 | 26,106,247 | 134,972 | 61,019,735
Additions | 4,989,035 | 7,608,271 | 82 | 12,597,388
Disposals | - | (1,299,791) | (3,233) | (1,303,024)
At 30 June 2025 | 39,767,551 | 32,414,727 | 131,821 | 72,314,099
Depreciation
At 1 July 2024 | 16,543,857 | 10,074,899 | 101,280 | 26,720,036
Charge for the year | 3,633,934 | 4,652,327 | 22,743 | 8,309,004
Eliminated on disposal | - | (1,299,791) | (3,233) | (1,303,024)
At 30 June 2025 | 20,177,791 | 13,427,435 | 120,790 | 33,726,016
Carrying amount
At 30 June 2025 | 19,589,760 | 18,987,292 | 11,031 | 38,588,083
At 30 June 2024 | 18,234,659 | 16,031,348 | 33,692 | 34,299,699

| 15 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 708,576 | 708,576

Subsidiaries | £
Cost or valuation
At 1 July 2024 | 708,576
Provision
Carrying amount
At 30 June 2025 | 708,576
At 30 June 2024 | 708,576

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 15 | Investments (continued)

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024

Subsidiary undertakings
Luigi Midco Limited | United Kingdom | Ordinary | 100% | 100%
Luigi Debtco Limited | United Kingdom | Ordinary | 100% | 100%
Luigi Bidco Limited | United Kingdom | Ordinary | 100% | 100%
Luigi EBT Limited | United Kingdom | Ordinary | 100% | 100%
Go Karting For Fun Germany GmbH | Germany | Ordinary | 100% | 100%
Teamsport Holdings Limited | United Kingdom | Ordinary | 100% | 100%
Teamsport Investments Limited | United Kingdom | Ordinary | 100% | 100%
Teamsport Racing Limited | United Kingdom | Ordinary | 100% | 100%
Go Karting For Fun Limited | United Kingdom | Ordinary | 100% | 100%
Go Karting For Fun (Crawley) Limited | United Kingdom | Ordinary | 100% | 100%
Linfix Limited | United Kingdom | Ordinary | 100% | 100%
Teamsport Indoor Karting (London) Limited | United Kingdom | Ordinary | 100% | 100%
Teamsport Indoor Karting (Brighton) Limited | United Kingdom | Ordinary | 100% | 100%
Kart-Palast Betreibsgesellschaft mbH | Germany | Ordinary | 100% | 100%
Go Karting for Fun NL B.V. | Netherlands | Ordinary | 100% | 100%
Kart en Bowlingcentrum Groningen B.V | Netherlands | Ordinary | 100% | 100%
The Maxx Veenendaal B.V. | Netherlands | Ordinary | 100% | 0%
RIX Staff-In B.V. | Netherlands | Ordinary | 100% | 0%
RIX Staff-Ex B.V. | Netherlands | Ordinary | 100% | 0%

Luigi Midco Limited and Luigi EBT Limited are held directly by the company, all other subsidiaries are indirect holdings.
Principal activity
The following companies' principal activity is that of an intermediate parent company; Luigi Midco Limited, Luigi Debtco Limited, Luigi Bidco Limited, Teamsport Holdings Limited, Teamsport Investments Limited and Teamsport Racing Limited.
The principle activity of The Maxx Veenendaal B.V. is the operation of an indoor entertainment centre.
The principle activity of RIX Staff-In B.V. and RIX Staff-Ex B.V is the provision of contracted staffing services.
With the exception of Go Karting For Fun (Crawley) Limited, Luigi EBT Limited, Teamsport Indoor Karting (London) Limited and Linfix Limited, which are all dormant companies, the remaining subsidiaries ’ principal activity is the operation of indoor go karting tracks.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 16 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Stocks | 1,640,336 | 1,878,683 | - | -

| 17 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 459,479 | 298,941 | - | -
Amounts owed by group undertakings | - | - | 761,030 | 761,030
Other debtors | 1,535,630 | 2,604,303 | - | -
Prepayments | 5,079,775 | 6,915,597 | 359 | 359
| 7,074,884 | 9,818,841 | 761,389 | 761,389

| 18 | Creditors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |
Trade creditors | 5,953,111 | 5,991,666 | - | -
Amounts due to group undertakings | - | - | 480,492 | 480,492
Social security and other taxes | 1,066,994 | 1,111,009 | - | -
Outstanding defined contribution pension costs | 57,696 | 57,821 | - | -
Other creditors | 3,190,670 | 2,792,942 | - | -
Accrued expenses | 9,578,059 | 8,678,465 | - | -
Corporation tax liability | 171,030 | - | - | -
| 20,017,560 | 18,631,903 | 480,492 | 480,492
Due after one year |  |  |  |
Loans and borrowings | 123,328,673 | 105,732,171 | - | -
Other financial liabilities | 276,054 | 276,054 | - | -
| 123,604,727 | 106,008,225 | - | -

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 19 | Loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Non-current loans and borrowings
Bank borrowings | 44,226,976 | 34,145,812 | - | -
Other borrowings | 79,101,697 | 71,586,359 | - | -
| 123,328,673 | 105,732,171 | - | -

Group

Bank borrowings

Apera Facility B1 is denominated in GBP with a variable rate of interest depending on leverage between 6.5% to 7.0% plus SONIA. The final instalment is due on 1 June 2031. The carrying amount at year end is £39,535,185 (2024 - £Nil). The liability above is shown net of debt costs of £3,782,971 relating to facility fees on the B1 facility and the capex facility that are being released over the term of the loan.
Apera Facility B2 is denominated in EUR with a variable rate of interest depending on leverage between 6.5 % to 7.0% plus EURIBOR. The final instalment is due on 1 June 2031. The carrying amount at year end is £5,197,030 (2024 - £Nil). The liability is shown net of associated debt costs of £181,657 that are being released over the term of the loan against the liability. The above loans are secured by way of a group guarantee and debenture. In addition, the shares of Luigi Debtco Limited, held by Luigi Midco Limited, are held as security over these loans.

Other borrowings

Shareholder "Series A1" loan notes are denominated in GBP with a nominal interest rate of 10%, and the final instalment is due on 30 November 2031. The carrying amount at year end is £21,696,813 (2024 - £19,531,766).

Accrued interest of £5,497,624 (2024 - £3,774,686) are included in the liability above. The liability above is shown net of associated debt costs of £67,465 (2024 - £100,493) that are being released over the term of the loan against the liability.

Shareholder "Series A2" loan notes are denominated in GBP with a nominal interest rate of 10%, and the final instalment is due on 30 November 2031. The carrying amount at year end is £24,408,745 (2024 - £22,113,121).

Accrued interest included this loan at year end is £7,131,698 (2024 - £4,836,074).

Management incentive plan "Series A2" loan notes are denominated in GBP with a nominal interest rate of 10%, and the final instalment is due on 30 November 2031. The carrying amount at year end is £4,386,312 (2024 - £3,973,783).

Accrued interest in this loan at year end is £1,281,584 (2024 - £869,055).
In addition to the above "Series A" loans, prior to the Series A restructure, interest had accrued on the original "Series A" loans. The portion of this interest which was not restructured into either the "Series A1", "Series A2" or "Series A2M" loan notes have continued to accrue interest under the same terms. At year end, £18,829,585 (2024 - £17,157,925) had accrued to date.

Shareholder "Series B" loan notes are denominated in GBP with a nominal interest rate of 10%, and the final instalment is due on 30 November 2031. The carrying amount at year end is £9,780,242 (2024 - £8,809,764).

Accrued interest of £2,197,665 (2024 - £1,948,025) is included in the liability above. The liability above is shown net of associated debt costs of £88,281 (2024 - £131,554) that are being released over the term of the loan against the liability.

| 20 | Share capital

Allotted, called up and fully paid shares

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 20 | Share capital (continued)

| 2025 | 2024
| No. | £ | No. | £
Ordinary A1 shares of £0.01000 each | 704,416 | 7,044 | 704,416 | 7,044
Ordinary A1B shares of £0.00001 each | 9,018,393 | 90 | 9,018,393 | 90
Ordinary A2 shares of £0.01000 each | 43,580 | 436 | 43,580 | 436
Ordinary A3 shares of £0.01000 each | 12,004 | 120 | 12,004 | 120
Ordinary A4 shares of £0.00001 each | 506,828 | 5 | 506,828 | 5
Ordinary B1 shares of £1 each | - | - | - | -
Ordinary B2 shares of £1 each | 15,000 | 15,000 | 15,000 | 15,000
Ordinary B3 shares of £1 each | 15,000 | 15,000 | 15,000 | 15,000
Ordinary B5 shares of £1 each | 165,000 | 165,000 | 165,000 | 165,000
Ordinary B6 shares of £0.00001 each | 3,502,190 | 35 | 3,502,190 | 35
| 13,982,411 | 202,730 | 13,982,411 | 202,730

Rights, preferences and restrictions

Each class of share ranks pari passu except as detailed in the company's Articles of Association.

| 21 | Reserves

Group

Share premium

The share premium reserve represents the value at which shares have been issued in excess of their par value.

Treasury share capital

Treasury share capital represents amounts held in reserves in respect of shares repurchased from members, which are not cancelled and are expected to be reissued.

Profit and loss account

The profit and loss account represents accumulated profits and losses along with unrealised gains since the later of either incorporation or the date at which the group obtained control.

| 22 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £1,153,725 (2024 - £1,030,947).
Contributions totalling £57,696 (2024 - £57,821) were payable to the scheme at the end of the year and are included in creditors.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 23 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 9,839,315 | 6,079,402
Later than one year and not later than five years | 28,694,791 | 17,691,851
Later than five years | 20,186,313 | 12,913,104
| 58,720,419 | 36,684,357

The amount of non-cancellable operating lease payments recognised as an expense during the year was £9,640,215 (2024 - £8,621,657).

| 24 | Commitments

Group

Capital commitments

The total amount contracted for but not provided in the financial statements was £4,951,907 (2024 - £6,127,853).

| 25 | Related party transactions

Group and company

The company has taken the exemption of not disclosing transactions with wholly owned subsidiaries. While the group only owns 75% of Kart-Palast Betriebsgesellscheft mbH, the remaining 25% of the shares have been retained by the company for resale in the future and as such, the company has been treated as wholly owned as there are no other shareholders other than the Luigi Topco Limited Group.
Transactions with related parties include transactions with members of key management, which are considered to consist of the directors only. Disclosure of remuneration of directors can be found in note 9.
Transactions with shareholders include the interest charged on shareholder loan notes which has been described further in note 19. In addition, during the year, monitoring fees of £225,000 (2024 - £225,000) were charged by certain shareholders respect of board monitoring across the TeamSport Group. Non-executive directors fees of £29,423 (2024 - Nil) were also paid in the year.

Luigi TopCo Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 26 | Non adjusting events after the financial period

On 24 November 2025, the group secured a £5 million Revolving Credit Facility (RCF) with OakNorth, to support working capital and expansion investment in new sites over the next three years.

| 27 | Parent and ultimate parent undertaking

This company has no one controlling party.

| 28 | Analysis of changes in net debt

Group

| At 1 July 2024 £ | Cash flows £ | Other non-cash changes £ | Interest accrued £ | At 30 June 2025 £
Cash and cash equivalents |  |  |  |  |
Cash | 10,494,950 | (2,399,048) | - | - | 8,095,902
Borrowings |  |  |  |  |
Bank borrowings | (34,145,812) | (11,270,858) | 3,095,504 | (2,411,049) | (44,732,215)
Other borrowings | (71,586,359) | - | - | (7,515,338) | (79,101,697)
| (105,732,171) | (11,270,858) | 3,095,504 | (9,926,387) | (123,833,912)
Net debt | (95,237,221) | (13,669,906) | 3,095,504 | (9,926,387) | (115,738,010)