Company registration number 15456925 (England and Wales)
CASTLE MIDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
CASTLE MIDCO 2 LIMITED
COMPANY INFORMATION
Directors
Mr R Hawes
Mr B Robinson
Mr J Rawlings
Mr D Redman
Company number
15456925
Registered office
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
Auditor
Fiander ETL
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
Business address
Castle Malwood
Minstead
Lyndhurst
Hampshire
SO43 7PE
CASTLE MIDCO 2 LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of income and retained earnings
7
Balance sheet
8
Notes to the financial statements
9 - 13
CASTLE MIDCO 2 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report for the year ended 31 August 2025.

Review of the business

Castle Midco 2 Limited is a holding company and a subsidiary of the Castle Topco Limited (the “Group”). The group enjoyed strong growth to the year ended August 202 5, driven by a continued focus on customer service and the group’s unique offering in the vehicle repair market of a ‘mobile bodyshop’. This growth has been becoming increasingly focused on cost and the time it takes to repair a driver’s vehicle (“key to key delivered against a backdrop of an industry wide reduction in volumes which has lead to work providers time”).

The group’s mobile repair offering involves a technician going to the driver, at a location of their choosing, and completing the repair the same day. This approach, in comparison to a traditional bodyshop, provides for increased customer experience as well as producing 40% less carbon emissions.

Activity and Ethos

The group is focused on changing the vehicle repair experience, through delivering repairs using the latest technologies, in a way which is of minimal inconvenience to the driver and the environment. The core markets of the group will continue to be both insurance and fleet customers.

Results and Performance

Castle Midco 2 Limited is a non-trading entity and made a loss after interest of £5,635 (2024: £nil) for the year ended 31 August 202 5. Net liabilities at 31 August 202 5 were £5,635 (2024: £nil).

Principal risks and uncertainties

Castle Midco 2 Limited has limited risks and uncertainties due to its nature of being a holding company. Interest rate risk is limited as the company’s debt is held at fixed rates of interest.

Key performance indicators

Due to the nature of the company as a holding and financing entity there are not considered to be any key performance indicators.

On behalf of the board

Mr D Redman
Director
3 February 2026
CASTLE MIDCO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Principal activities

The principal activity of the company was that of a holding company.

Results and dividends

The results for the year are set out on page 7.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R Hawes
Mr B Robinson
Mr J Rawlings
Mr D Redman
Financial instruments
Risk and financial instruments

The group is exposed to a number of risks in its day-to-day operations when considering levels of debt, interest and covenant requirements. These include liquidity risk and credit risk.

The group operates a treasury function which is responsible for managing the liquidity and interest risks associated with the group’s activities. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.

Credit risk

Investments of cash surpluses, borrowings are made through banks and companies which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Future developments

The group will continue to focus on repairing vehicles for the fleet and insurance sectors, both directly and through accident management companies. Ongoing investment will be made in developing repair techniques with the aim of further improving the customer experience and our sustainability credentials. The group will also be looking to grow and win new customers, with further investment in technology and artificial intelligence being key to supporting this.

Auditor

In accordance with the company's articles, a resolution proposing that Fiander ETL be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

CASTLE MIDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr D Redman
Director
3 February 2026
CASTLE MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CASTLE MIDCO 2 LIMITED
- 4 -
Opinion

We have audited the financial statements of Castle Midco 2 Limited (the 'company') for the year ended 31 August 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including 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 August 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 Auditor's 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.

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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

CASTLE MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CASTLE MIDCO 2 LIMITED (CONTINUED)
- 5 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- we identified the laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience.

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships.

- tested journal entries to identify unusual transactions.

- assessed whether judgements and assumptions made in determining the accounting estimates.

- investigated the rationale behind significant or unusual transactions.

CASTLE MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CASTLE MIDCO 2 LIMITED (CONTINUED)
- 6 -

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation.

- enquiring of management as to actual and potential litigation and claims.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Adam Buse FCA (Senior Statutory Auditor)
For and on behalf of Fiander ETL, Statutory Auditor
Chartered Accountants
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
3 February 2026
CASTLE MIDCO 2 LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 AUGUST 2025
- 7 -
Year
Period
ended
ended
31 August
31 August
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
(5,635)
-
0
Loss before taxation
(5,635)
-
0
Tax on loss
5
-
0
-
0
Loss for the financial year
(5,635)
-
0
Retained earnings brought forward
-
0
-
0
Retained earnings carried forward
(5,635)
-

The profit and loss account has been prepared on the basis that all operations are continuing operations.

CASTLE MIDCO 2 LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 8 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
6
5,399,999
5,399,999
Creditors: amounts falling due within one year
7
(5,635)
-
Net current assets
5,394,364
5,399,999
Creditors: amounts falling due after more than one year
8
(5,399,999)
(5,399,999)
Net liabilities
(5,635)
-
0
Capital and reserves
Called up share capital
9
-
0
-
0
Profit and loss reserves
(5,635)
-
0
Total equity
(5,635)
-
0

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 3 February 2026 and are signed on its behalf by:
Mr D Redman
Director
Company registration number 15456925 (England and Wales)
CASTLE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 9 -
1
Accounting policies
Company information

Castle Midco 2 Limited is a private company limited by shares incorporated in England and Wales. The registered office is Stag Gates House, 63/64 The Avenue, Southampton, Hampshire, SO17 1XS.

1.1
Reporting period

The prior period covers the period from incorporation on 31 January 2024 to 31 August 2024, while the current period represents the full financial year ended 31 August 2025. Accordingly, the comparative amounts are not directly comparable with those of the current year.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Castle Topco Limited. These consolidated financial statements are available from its registered office, Stag Gates House, 63/64 The Avenue, Southampton, SO17 1XS.

1.3
Going concern

The financial statements have been prepared on a going concern basis, which assumes that the true c ompany will continue to operate for the foreseeable future and will be able to meet its liabilities as they fall due.

At the balance sheet date, the c ompany has a negative net asset position due to accumulated losses and liabilities exceeding assets, which totals £5,635 (2024: £nil). However, the company’s ability to continue as a going concern is dependent on continued financial support from its parent company and other group entities. The group is headed by Castle Topco Limited. The consolidated position of Castle Topco Limited at the end of the reporting period had total net assets of £959,067 (2024: £1,802,915). Therefore, the directors continue to adopt the going concern basis of accounting in the preparation of the financial statements.

CASTLE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 10 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

CASTLE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 11 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

It is considered that the company has no significant judgements, estimates and assumptions that would have a material impact on the financial statements.

3
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
3,200
-
0

Fees associated with the audit of this entity in the prior year were covered by the group, with the costs being incurred by Castle Bidco Limited.

CASTLE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 12 -
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Directors
4
4
5
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(5,635)
-
0
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2024: 25.00%)
(1,071)
-
0
Group relief
1,071
-
0
Taxation charge for the year
-
-
6
Debtors
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
5,399,999
5,399,999
7
Creditors: amounts falling due within one year
2025
2024
£
£
Accruals and deferred income
5,635
-
0
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Amounts owed to group undertakings
5,399,999
5,399,999
CASTLE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 13 -
9
Share capital

The company has a single class of ordinary shares, which have full voting, dividend and capital distribution rights. As of the end of the reporting period, there was a total of 1 A Ordinary share issued, with a nominal value of £0.001.

10
Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

11
Ultimate controlling party

The immediate parent company is Castle Midco 1 Limited, a company incorporated in England and Wales.

The smallest and largest entity in which the results of Castle Midco 2 Limited are consolidated is Castle Topco Limited. The financial statements for Castle Topco Limited are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.

It is considered that there is no ultimate controlling party.

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