Company registration number 15456408 (England and Wales)
CASTLE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
CASTLE TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr R Hawes
Mr B Robinson
Mr J Rawlings
Mr D Redman
Mr P Opperman
(Appointed 9 May 2025)
Company number
15456408
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 TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
CASTLE TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

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

Fair review of the business

The Group has delivered strong growth for the second year in a row for the year ended August 2025, 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 delivered against a backdrop of ongoing uncertainty in the UK economy. In this context work providers are now focused on the total time it takes to complete a repair to a driver’s vehicle (“cycle time”) and the Group has benefited from its industry leading performance. In addition the diverse customer base, both in terms of revenue and concentration, reduces exposure to any temporary downturn in repair volumes.

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 an improved customer experience as well as producing 40% less carbon emissions. The Group has embraced Agentic AI to improve the accuracy and speed of the repair process, which has assisted in delivering the improvements in cycle time.

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

The results show a turnover of £12,912,887 and a profit before tax and intertest of £246,672 for the year to 31st August 2025. In 2024, Rapid Repair Network Limited was acquired, along with its 100% subsidiary, to form the Group. The key financial metric is consolidated adjusted EBITDA of £2,149,907 (before investment related costs) (2024: £1,750,317).

Key performance indicators

The KPIs for the groups performance are set out below:

Key performance indicators | Year ended 31 st August 2025 | Period ended 31 st August 2024
Turnover | £12,912,887 | £5,717,081
Adjusted EBITDA (pre-investment costs) | £2,149,907 | £1,593,246
Operating Cashflow Conversion (LTM) | 87% | 71%
Percentage of repairs completed first time | 97% | 96%
NPS – customer satisfaction | 95% | 94%
Cycle Time | 30 | 35
Key to key time | 1 | 1

Other information and explanations

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 look to grow and win new customers, with further investment in technology and artificial intelligence being key to supporting this.

CASTLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -

On behalf of the board

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

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

Principal activities

The principal activity of the group continued to be that of provision of car inspection and repair services. The company itself continued to operate as a holding company.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid.

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
Mr P Opperman
(Appointed 9 May 2025)
Financial instruments
Treasury operations 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 and 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.

Auditor

Fiander ETL were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

CASTLE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 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 then 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;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the company 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 auditor of the company 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 TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CASTLE TOPCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Castle Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 August 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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:

- T he 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 TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CASTLE TOPCO LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 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 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 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 parent 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 directors and other 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, employment, environmental and health and safety legislation.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.

We assessed the susceptibility of the group'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.

CASTLE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CASTLE TOPCO LIMITED
- 7 -
Audit response to risks identified

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.

- performed transactional testing on payroll costs in respect of those employees with responsibility or authority in connection with the payroll function.

- tested a sample of BACS payments to identify payments being made to unexpected bank accounts.

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

- investigated the rationale behind significant or unusual transactions.

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.

- reviewing the board minutes for indication of non-compliance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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
3 February 2026
Fiander ETL
Chartered Accountants
Statutory Auditor
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
CASTLE TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 8 -
Year
Period
ended
ended
31 August
31 August
2025
2024
Notes
£
£
Turnover
3
12,912,887
5,717,081
Cost of sales
(7,925,030)
(3,772,093)
Gross profit
4,987,857
1,944,988
Administrative expenses
(4,770,299)
(2,042,857)
Other operating income
546
-
Operating profit/(loss)
4
218,104
(97,869)
Interest receivable and similar income
7
4,834
134
Interest payable and similar expenses
8
(1,067,892)
(549,230)
Loss before taxation
(844,954)
(646,965)
Tax on loss
9
1,096
49,115
Loss for the financial year
(843,858)
(597,850)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
CASTLE TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
6,965,730
7,789,876
Other intangible assets
10
28,329
-
0
Total intangible assets
6,994,059
7,789,876
Tangible assets
11
828,049
744,384
Investments
12
12,500
-
0
7,834,608
8,534,260
Current assets
Stocks
14
168,559
63,451
Debtors
15
3,043,980
2,515,541
Cash at bank and in hand
1,229,518
955,387
4,442,057
3,534,379
Creditors: amounts falling due within one year
16
(1,916,164)
(1,455,691)
Net current assets
2,525,893
2,078,688
Total assets less current liabilities
10,360,501
10,612,948
Creditors: amounts falling due after more than one year
17
(9,223,744)
(8,624,300)
Provisions for liabilities
Deferred tax liability
20
177,690
185,733
(177,690)
(185,733)
Net assets
959,067
1,802,915
Capital and reserves
Called up share capital
22
2,400,775
2,400,765
Profit and loss reserves
(1,441,708)
(597,850)
Total equity
959,067
1,802,915

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

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:
03 February 2026
Mr D Redman
Director
Company registration number 15456408 (England and Wales)
CASTLE TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
1
1
1
1
Current assets
Debtors falling due after more than one year
15
2,400,699
2,400,699
Debtors falling due within one year
15
40
30
Cash at bank and in hand
35
35
2,400,774
2,400,764
Creditors: amounts falling due within one year
16
(14,085)
-
Net current assets
2,386,689
2,400,764
Net assets
2,386,690
2,400,765
Capital and reserves
Called up share capital
22
2,400,775
2,400,765
Profit and loss reserves
(14,085)
-
0
Total equity
2,386,690
2,400,765

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the period was £14,085 (2024 - £0 profit).

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:
03 February 2026
Mr D Redman
Director
Company registration number 15456408 (England and Wales)
CASTLE TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 31 January 2024
-
0
-
0
-
Period ended 31 August 2024:
Loss and total comprehensive income
-
(597,850)
(597,850)
Issue of share capital
22
2,400,765
-
2,400,765
Balance at 31 August 2024
2,400,765
(597,850)
1,802,915
Year ended 31 August 2025:
Loss and total comprehensive income
-
(843,858)
(843,858)
Issue of share capital
22
10
-
10
Balance at 31 August 2025
2,400,775
(1,441,708)
959,067
CASTLE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 31 January 2024
-
0
-
0
-
Period ended 31 August 2024:
Profit and total comprehensive income for the period
-
-
-
0
Issue of share capital
22
2,400,765
-
2,400,765
Balance at 31 August 2024
2,400,765
-
0
2,400,765
Year ended 31 August 2025:
Profit and total comprehensive income
-
(14,085)
(14,085)
Issue of share capital
22
10
-
10
Balance at 31 August 2025
2,400,775
(14,085)
2,386,690
CASTLE TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,214,552
2,824,836
Interest paid
(666,376)
(348,523)
Income taxes refunded/(paid)
9,597
(361,011)
Net cash inflow from operating activities
557,773
2,115,302
Investing activities
Purchase of business
-
(8,764,260)
Purchase of intangible assets
(32,300)
-
Purchase of tangible fixed assets
(230,543)
(297,863)
Proceeds from disposal of tangible fixed assets
23,914
-
Purchase of investments
(12,500)
-
Repayment of loans
50
(50)
Interest received
4,834
134
Net cash used in investing activities
(246,545)
(9,062,039)
Financing activities
Proceeds from issue of shares
10
2,400,765
Proceeds from borrowings
-
5,500,000
Payment of finance leases obligations
(35,748)
-
Net cash (used in)/generated from financing activities
(35,738)
7,900,765
Net increase in cash and cash equivalents
275,490
954,028
Cash and cash equivalents at beginning of year
954,028
-
0
Cash and cash equivalents at end of year
1,229,518
954,028
Relating to:
Cash at bank and in hand
1,229,518
955,387
Bank overdrafts included in creditors payable within one year
-
(1,359)
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 14 -
1
Accounting policies
Company information

Castle Topco Limited (“the company”) is a private limited company limited by shares domiciled and incorporated in England and Wales. The registered office is Stag Gates House, 63/64 The Avenue, Southampton, Hampshire, SO17 1XS.

The group consists of Castle Topco Limited and all of its subsidiaries.

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. The principal accounting policies adopted are set out below.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- 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.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Castle Topco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 16 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
25% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
20% straight line
Plant and machinery
20% reducing balance & 25% straight line
Fixtures and fittings
20% straight line
Computer equipment
25% straight line
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 17 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

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 m ethod 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.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 18 -
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 group 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 group after deducting all of its liabilities.

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. Amounts 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 group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 19 -
Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 20 -
2
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 amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

The directors consider that the group and the company has no significant judgements, estimates or assumptions that would have a material impact on the financial statements.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales of services
12,912,887
5,717,081
2025
2024
£
£
Other revenue
Interest income
4,834
134

All income is derived from UK operations.

4
Operating profit/(loss)
2025
2024
£
£
Operating profit/(loss) for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
6,300
6,000
Depreciation of owned tangible fixed assets
251,908
104,017
Depreciation of tangible fixed assets held under finance leases
30,380
-
Loss on disposal of tangible fixed assets
16,676
-
Amortisation of intangible assets
828,117
451,587
Operating lease charges
149,241
50,681
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 21 -
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Management
10
8
4
4
Site and office
58
50
-
-
Total
68
58
4
4

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,809,067
1,247,619
-
0
-
0
Social security costs
320,496
125,265
-
-
Pension costs
40,456
19,096
-
0
-
0
3,170,019
1,391,980
-
0
-
0
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
300,667
130,923
Company pension contributions to defined contribution schemes
1,321
110
301,988
131,033

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
162,000
65,538
Company pension contributions to defined contribution schemes
1,321
-
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 22 -
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
4
134
Other interest income
4,830
-
Total income
4,834
134
8
Interest payable and similar expenses
2025
2024
£
£
Other interest on financial liabilities
651,688
343,625
Interest on finance leases and hire purchase contracts
14,688
-
Other interest
401,516
205,605
Total finance costs
1,067,892
549,230
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
7,539
(98,455)
Adjustments in respect of prior periods
(592)
-
0
Total current tax
6,947
(98,455)
Deferred tax
Origination and reversal of timing differences
(8,043)
49,340
Total tax credit
(1,096)
(49,115)
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
9
Taxation
(Continued)
- 23 -

The actual credit 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
(844,954)
(646,965)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(211,239)
(161,741)
Tax effect of expenses that are not deductible in determining taxable profit
4,009
4,179
Adjustments in respect of prior years
(592)
-
0
Amortisation on assets not qualifying for tax allowances
206,037
112,897
Other non-reversing timing differences
963
(4,450)
Tax at marginal rate
(274)
-
0
Taxation credit
(1,096)
(49,115)
10
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 September 2024
8,241,463
-
0
8,241,463
Additions
-
0
32,300
32,300
At 31 August 2025
8,241,463
32,300
8,273,763
Amortisation and impairment
At 1 September 2024
451,587
-
0
451,587
Amortisation charged for the year
824,146
3,971
828,117
At 31 August 2025
1,275,733
3,971
1,279,704
Carrying amount
At 31 August 2025
6,965,730
28,329
6,994,059
At 31 August 2024
7,789,876
-
0
7,789,876
The company had no intangible fixed assets at 31 August 2025 or 31 August 2024.
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 24 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 September 2024
-
0
28,284
9,024
83,836
727,257
848,401
Additions
3,785
5,795
6,982
13,818
376,163
406,543
Disposals
-
0
-
0
-
0
(7,911)
(61,134)
(69,045)
At 31 August 2025
3,785
34,079
16,006
89,743
1,042,286
1,185,899
Depreciation and impairment
At 1 September 2024
-
0
3,973
994
13,482
85,568
104,017
Depreciation charged in the year
631
9,026
2,911
28,118
241,602
282,288
Eliminated in respect of disposals
-
0
-
0
-
0
(7,911)
(20,544)
(28,455)
At 31 August 2025
631
12,999
3,905
33,689
306,626
357,850
Carrying amount
At 31 August 2025
3,154
21,080
12,101
56,054
735,660
828,049
At 31 August 2024
-
0
24,311
8,030
70,354
641,689
744,384
The company had no tangible fixed assets at 31 August 2025 or 31 August 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
145,620
-
0
-
0
-
0
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 25 -
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
1
1
Unlisted investments
12,500
-
0
-
0
-
0
12,500
-
0
1
1
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 September 2024
-
Additions
12,500
At 31 August 2025
12,500
Carrying amount
At 31 August 2025
12,500
At 31 August 2024
-
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2024 and 31 August 2025
1
Carrying amount
At 31 August 2025
1
At 31 August 2024
1
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 26 -
13
Subsidiaries

Details of the company's subsidiaries at 31 August 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Castle Midco 1 Limited
1
Ordinary Shares
100.00
-
Castle Midco 2 Limited
1
Ordinary Shares
0
100.00
Castle Bidco Limited
1
Ordinary Shares
0
100.00
Rapid Repair Network Limited
1
Ordinary Shares
0
100.00
Repaired Today Group Limited
1
Ordinary Shares
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Stag Gates House, 63/64 The Avenue, Southampton, Hampshire, SO17 1XS
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
168,559
63,451
-
-
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,550,466
1,852,807
-
0
-
0
Corporation tax recoverable
45,082
61,626
-
0
-
0
Amounts owed by group undertakings
-
-
10
-
Other debtors
76,464
308,120
30
30
Prepayments and accrued income
371,968
292,988
-
0
-
0
3,043,980
2,515,541
40
30
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
2,400,699
2,400,699
Total debtors
3,043,980
2,515,541
2,400,739
2,400,729
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 27 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
18
-
0
1,359
-
0
-
0
Obligations under finance leases
19
33,626
-
0
-
0
-
0
Trade creditors
936,887
917,473
-
0
-
0
Other taxation and social security
356,514
206,293
-
-
Other creditors
155,381
232,127
-
0
-
0
Accruals and deferred income
433,756
98,439
14,085
-
0
1,916,164
1,455,691
14,085
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
106,626
-
0
-
0
-
0
Other borrowings
18
5,500,000
5,500,000
-
0
-
0
Other creditors
3,617,118
3,124,300
-
0
-
0
9,223,744
8,624,300
-
-

At the year end, the company had outstanding loan notes with a principal amount of £3,617,118 (2024 £3,124,300), which are repayable in full by 2029. The loan notes carry an interest rate of 12% per annum, which is accrued annually and rolled up into the loan balance. The loan notes are secured by a fixed and floating charge over all of the group’s assets.

The loan notes at the year end includes capitalised interest of £492,818 (2024: £nil), which has been rolled up into the loan balance and added to the principal amount during the year, therefore increasing the carrying amount of the loan.

18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank overdrafts
-
0
1,359
-
0
-
0
Other loans
5,500,000
5,500,000
-
0
-
0
5,500,000
5,501,359
-
-
Payable within one year
-
0
1,359
-
0
-
0
Payable after one year
5,500,000
5,500,000
-
0
-
0

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
18
Loans and overdrafts
(Continued)
- 28 -

Other loans relates to two loan balances which are over two facilities, at the base interest rate of 5.25% and a margin of 7%, which is repayable over 41 equal monthly instalments, 19 months after the drawdown date.

These are secured by fixed and floating charges over all the rights, title and interest to all the financial assets held within the business and the group as a whole.

19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
33,626
-
0
-
0
-
0
In two to five years
106,626
-
0
-
0
-
0
140,252
-
-
-

Finance lease payments represent rentals payable by the company or group for certain items of motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
177,690
185,733
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 September 2024
185,733
-
Credit to profit or loss
(8,043)
-
Liability at 31 August 2025
177,690
-
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 29 -
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
40,456
19,096

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

No contributions were outstanding (2024: £2,612) at the year end.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary Shares of 0.1p each
600,000
600,000
600
600
A1 Ordinary Shares of 0.1p each
100,000
100,000
100
100
B Ordinary Shares of 0.1p each
250,000
250,000
250
250
D Ordinary Shares of 0.1p each
30,000
20,000
30
20
E Ordinary Shares of 0.1p each
65,000
65,000
65
65
1,045,000
1,035,000
1,045
1,035
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
2,399,730
2,399,730
2,399,730
2,399,730
Preference shares classified as equity
2,399,730
2,399,730
Total equity share capital
2,400,775
2,400,765

Ordinary share capital

A & A1 Ordinary shares - Full voting rights attached. Preferential treatment in respect of dividends and repayment of capital.

B & D Ordinary shares - Full voting rights attached. Repayment of capital and rights to dividends subject to the order of priority set out in the articles.

E Ordinary shares - No voting rights attached. Repayment of capital and rights to dividends subject to the order of priority set out in the articles.

Preference share capital

The preference shares have no voting rights attached and are not entitled to dividends.

CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 30 -
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
66,386
86,202
-
-
Between two and five years
43,170
83,317
-
-
109,556
169,519
-
-
24
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 any wholly owned subsidiary undertaking of the group.

25
Controlling party

Chiltern Capital Nominees Limited exercises control over Castle Topco Limited through its voting rights. However, it is considered that there is no ultimate controlling party.

26
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(843,858)
(597,850)
Adjustments for:
Taxation credited
(1,096)
(49,115)
Finance costs
1,067,892
549,230
Investment income
(4,834)
(134)
Loss on disposal of tangible fixed assets
16,676
-
Amortisation and impairment of intangible assets
828,117
451,587
Depreciation and impairment of tangible fixed assets
282,288
104,017
Decrease in provisions
-
(426,192)
Movements in working capital:
(Increase)/decrease in stocks
(105,108)
25
Increase in debtors
(545,033)
(372,876)
Increase in creditors
519,508
3,166,144
Cash generated from operations
1,214,552
2,824,836
CASTLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 31 -
27
Analysis of changes in net debt - group
1 September 2024
Cash flows
New finance leases
31 August 2025
£
£
£
£
Cash at bank and in hand
955,387
274,131
-
1,229,518
Bank overdrafts
(1,359)
1,359
-
-
0
954,028
275,490
-
1,229,518
Borrowings excluding overdrafts
(5,500,000)
-
-
(5,500,000)
Obligations under finance leases
-
35,748
(176,000)
(140,252)
(4,545,972)
311,238
(176,000)
(4,410,734)
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