REGISTERED NUMBER: 09483145 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

CHANNEL TOPCO LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

J D Weight

REGISTERED OFFICE:

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

REGISTERED NUMBER:

09483145 (England and Wales)

INDEPENDENT AUDITORS:

Lewis Brownlee (Chichester) Limited

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

FIXED ASSETS

Investments

4

3,800,000

3,800,000

CURRENT ASSETS

Cash at bank

5

566

69

CREDITORS

Amounts falling due within one year

6

3,058,643

2,917,022

NET CURRENT LIABILITIES

(3,058,077

)

(2,916,953

)

TOTAL ASSETS LESS CURRENT LIABILITIES

741,923

883,047

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

741,922

883,046

SHAREHOLDERS' FUNDS

741,923

883,047

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 23 June 2026 and were signed by:

J D Weight - Director

1.	STATUTORY INFORMATION

Channel Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The presentational currency of the financial statements is Pound Sterling (£) which is rounded to the nearest Pound (£).

Going concern

The director has assessed that the company has adequate resources to continue in operational existence for a minimum of twelve months from the date of signing the financial statements. This is on the basis that support will be provided by other group companies and has been confirmed with a support letter. The company will require further investment and cash funding from other group companies in the future, for which the director believes will be forthcoming.

The director therefore has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the company were unable to realise its assets and settle its liabilities as a going concern in the normal course of business. Such adjustments could be material.

Preparation of consolidated financial statements

The financial statements contain information about Channel Topco Limited as an individual Company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments are measured at fair value. They are recognised and de-recognised on the date when their purchase or sale is subject to a relevant contract and the associated risks and rewards have been transferred. The company manages its investments with a view to profiting from the receipt of investment income and capital appreciation from changes in the fair value of investments.

Investments are initially recognised at the fair value of the consideration given and are subsequently measured at fair value, in accordance with the company's valuation policies.

Unquoted investments, including both equity and loans are designated at fair value through profit or loss and are subsequently carried in the balance sheet at fair value.

Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing parties in an arm's length transaction at the measurement date. The fair value of investments is based on quoted prices, where available. Where quoted prices are not available, the fair value is estimated in line with industry standard valuation guidelines such as the International Private Equity and Venture Capital valuation guidelines for direct investments in portfolio companies. These valuation techniques can be subjective and include assumptions which are not supported by observable data. Given the subjectivity of the direct investments in portfolio companies the valuations are approved by an Investment Committee. Earnings based valuation techniques are the most commonly used for estimating fair value of direct investments in portfolio companies, along with Discounted Cash Flow models and net asset values. EBITDA is the most common measure for earnings and the earnings multiple is derived from comparable listed companies or relevant precedent transaction multiples. The director adjusts for relative performance in the set of comparable, exit expectations, and other company specific factors.

Financial instruments

Financial instruments are classified by the director as basic or advanced following the conditions in FRS 102 Section 11. Basic financial instruments are recognised at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. The company has no advanced financial instruments.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 1 ) .

4.	INVESTMENTS AT FAIR VALUE

Investment

in

subsidiary

£

COST

At 1 January 2025

3,800,000

Additions

60,000

Fair value loss

(60,000

)

At 31 December 2025

3,800,000

NET BOOK VALUE

At 31 December 2025

3,800,000

At 31 December 2024

3,800,000

The following were subsidiary undertakings of the company:

Name

Principal Activity

Class of shares

Holding

Trinity Insurance Services Limited

Insurance services

Ordinary

100%

Fair value measurements recognised in the income statement

The information set out below provides information about how the Company determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable data (i.e. unobservable inputs)

The following table summarises the valuation methodologies and significant unobservable inputs used for the company's investment categorised in Level 3 as of 31 December 2025.

Fair value 31 December 2025

Fair value 31 December 2024

Valuation Methodologies

Input

£   s

£   s

Investment portfolio subsidiary companies

3,800

3,800

Transactions Multiple

Revenue/EBITDA Multiples

Total

3,800

3,800

5.	CASH AT BANK

2025

2024

£

£

Cash at bank and in hand

566

69

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

3,040,644

2,908,022

Other creditors

17,999

9,000

3,058,643

2,917,022

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Sam Ede BFP FCA FCCA (Senior Statutory Auditor)

for and on behalf of Lewis Brownlee (Chichester) Limited