REGISTERED NUMBER: 13143228 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 October 2025

for

ATB 2021 TOPCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

N Hawyes

A Savery

C Reid

M Scaife

REGISTERED OFFICE:

1 Whitworth Road

Whitworth Road

St Leonards on Sea

East Sussex

TN37 7PZ

REGISTERED NUMBER:

13143228 (England and Wales)

AUDITORS:

Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

GROUP RESULTS, PERFORMANCE AND KPIS

During the year, the trading entity, Whyte Bikes Ltd, operated within a cycling industry continuing its post-pandemic recovery. Cautious signs of market stabilisation were evident after four years of decline. Whilst discounting of excess and obsolete product continued, it was far less prevalent than the previous year, with inventory increasingly returning to normal levels.

Alongside the improving market, the business continued to execute its growth strategy. Focussing on its primary sales channel, expanding the product range and driving cost efficiencies delivered improved financial performance compared to the previous year. Revenue, and consequently, profitability, were however constrained by a lack of supply during the year, due to insufficient working capital to invest in inventory and the time to market of new product.

In October 2025, Causeway Capital Partners II acquired the business from Cairngorm Capital, including £36.5m of historic debt. To support working capital, the company entered into a new £2.0m asset-backed lending facility with Cynergy Business Finance.

The key financial highlights are as follows:

2025

2024

Turnover

£13,330,604

£12,031,374

Gross profit

£2,556,097

£2,079,373

Gross profit margin

19.2%

17.3%

EBITDA

(£2,283,722)

(£3,617,078)

The directors will continue to aim for improvement in performance by monitoring these KPIs, in addition to non-financial measures including health and safety, colleague retention, stock availability, operational efficiency and customer satisfaction.

OUTLOOK AND FUTURE DEVELOPMENTS

Whilst there is cautious optimism and encouraging signs in the short-term, long-term growth is projected through increased cycling participation, underpinned by health and environmental trends, and the continued electrification of the market-driven by innovation and rising living costs.

Whyte remains committed to driving product innovation, leveraging its supplier relationships and expertise in bike design and engineering to optimise its product offering for a growing number of markets. Targeted investments in growth initiatives will ensure the business is prepared for future expansion.

With its current ownership structure, an experienced management team, and a well-funded, market-aligned strategy, the directors believe the business is strongly positioned to capitalise on these emerging opportunities.

PRINCIPAL RISKS AND UNCERTAINTIES

There are a number of risks and uncertainties that can impact the performance of the company, some of which are beyond the control of the company and its directors. The company maintains a register of strategic and operational risks, which are addressed in monthly management meetings where the company's performance is assessed versus budget and prior year. Key performance indicators are also used to benchmark operational performance. Ongoing assessment of trends and risks is an integral part of the company's review of its performance against its plan.

The principal risks and uncertainties facing the company are outlined below:

Economic Risk

The company is exposed to ongoing cost increases throughout the supply chain. Gross margin performance is monitored regularly and the company remains in close dialogue with key suppliers to mitigate any impact. In addition, current inflationary pressure in its core UK market is impacting household budgets. The company continually monitors its selling prices to ensure that it offers value and remains competitive.

Customer credit risk

Credit risk is the risk of financial loss to the company if a customer fails to meet its contractual obligations. The risk arises principally from the company's trade and other customer receivables. The company has a credit policy in place and the exposure to credit risk is monitored on an on-going basis. Evaluations are performed on all customers requiring credit over a certain amount.

Liquidity risk

In order to maintain liquidity and to ensure that the company has sufficient funds available for ongoing operations and to meet its obligations, the company tracks its cash position on a regular basis. The level of available funds is measured and monitored on a regular basis through the use of detailed cash flow forecasts. The company regularly reviews its borrowing facilities to ensure that they provide an appropriate level of liquidity headroom.

Product demand risk

Sustained reduced demand would cause cash flow challenges for the group, ultimately increasing the liquidity risk. The company continues to invest in the design and performance of bikes and the brand to increase desirability.

Supply chain risk

The company is reliant on the performance of key suppliers. The company works closely with all elements of the supply chain to foresee and mitigate future challenges.

Reputational risk

All new product designs undergo rigorous testing to comply with minimum local product safety standards. The company has product liability insurance in place and provides information to customers and training to retailers on how to safely use the bikes.

Foreign currency risk

The majority of the company's turnover is generated from UK sales. However, the company manufactures its bikes

in the far east with payment made in foreign currencies. The business is therefore at risk of volatility in currency

exchange rates which may impact profitability and cash flow. The company mitigates this risk by hedging a

proportion of its anticipated foreign currency cash flows.

GOING CONCERN

In October 2025, the group was acquired by a new majority shareholder and put in place a working capital facility from Cynergy Business Finance Limited. As part of this transaction, the new majority shareholder also acquired the historical debt owed by the group to its former majority shareholder (31 October 2025: £36,498,379). Since the year end, the new majority investor has reduced the balance of the acquired debt to £1,000,000. If this arrangement had been in place at 31 October 2025, the financial position of the group would have been materially improved from a net liability position of £29,885,449 to a net asset position of £5,612,930.

The directors have received confirmation that the majority shareholder will not seek repayment of the on-demand liability and will provide additional funding, if required, to ensure the business continues to trade in line with its projections and operate within its financial covenants for a period of at least twelve months from the date of approval of these financial statements.

The £2.0m asset-backed lending facility with Cynergy Business Finance remains in place until at least October 2028.

Consequently, the directors have a reasonable expectation that the company possesses adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements.

ON BEHALF OF THE BOARD:

A Savery - Director

29 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the design, production and wholesale distribution of bicycles.

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

N Hawyes

A Savery

Other changes in directors holding office are as follows:

G W Buckle - resigned 18 October 2025

J Neale - resigned 18 October 2025

M J S Anstead - resigned 9 April 2025

C Reid - appointed 18 October 2025

M Scaife - appointed 18 October 2025

EMPLOYEE DIVERSITY

The company is committed to having a diverse workforce that reflects our customers, suppliers and society at large. The company is committed to achieving a working environment which provides equality of opportunity and freedom from unlawful discrimination on the grounds of race, religion or beliefs, age or sexual orientation.

DISCLOSURE IN THE STRATEGIC REPORT

Certain matters required by regulation to be dealt with in the annual report have been dealt with in the Strategic Report rather than in the Directors' Report. These include principal risks and uncertainties, going concern and future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Savery - Director

29 July 2026

Opinion

We have audited the financial statements of ATB 2021 Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

-

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

-

inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

-

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, and tax compliance regulations. We performed audit procedures to detect non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence where relevant authorities, and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Chris Morey (Senior Statutory Auditor)

for and on behalf of Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

29 July 2026

TURNOVER

3

13,330,604

12,031,374

Cost of sales

(10,774,507

)

(9,952,001

)

GROSS PROFIT

2,556,097

2,079,373

Distribution costs

(840,055

)

(813,389

)

Administrative expenses

(5,121,941

)

(6,057,081

)

OPERATING LOSS

6

(3,405,899

)

(4,791,097

)

Exceptional item

8

1,028,266

-

(2,377,633

)

(4,791,097

)

Interest receivable and similar income

-

663

(2,377,633

)

(4,790,434

)

Interest payable and similar expenses

9

(4,660,637

)

(3,956,248

)

LOSS BEFORE TAXATION

(7,038,270

)

(8,746,682

)

Tax on loss

10

-

-

LOSS FOR THE FINANCIAL YEAR

(7,038,270

)

(8,746,682

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(7,038,270

)

(8,746,682

)

Loss attributable to:

Owners of the parent

(7,038,270

)

(8,746,682

)

Total comprehensive income attributable to:

Owners of the parent

(7,038,270

)

(8,746,682

)

FIXED ASSETS

Intangible assets

12

4,557,285

5,498,686

Tangible assets

13

428,995

592,604

Investments

14

-

-

4,986,280

6,091,290

CURRENT ASSETS

Stocks

15

3,318,728

3,197,448

Debtors

16

2,123,424

1,208,330

Cash at bank

664,663

2,408,946

6,106,815

6,814,724

CREDITORS

Amounts falling due within one year

17

(4,478,495

)

(14,528,433

)

NET CURRENT ASSETS/(LIABILITIES)

1,628,320

(7,713,709

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,614,600

(1,622,419

)

CREDITORS

Amounts falling due after more than one year

18

(36,498,378

)

(21,224,376

)

PROVISIONS FOR LIABILITIES

23

(1,671

)

(384

)

NET LIABILITIES

(29,885,449

)

(22,847,179

)

CAPITAL AND RESERVES

Called up share capital

24

1,000

1,000

Share premium

25

99,000

99,000

Retained earnings

25

(29,985,449

)

(22,947,179

)

SHAREHOLDERS' FUNDS

(29,885,449

)

(22,847,179

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

A Savery - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

95,000

95,000

95,000

95,000

CREDITORS

Amounts falling due within one year

17

(23,465

)

(17,360

)

NET CURRENT LIABILITIES

(23,465

)

(17,360

)

TOTAL ASSETS LESS CURRENT LIABILITIES

71,535

77,640

CAPITAL AND RESERVES

Called up share capital

24

1,000

1,000

Share premium

99,000

99,000

Retained earnings

(28,465

)

(22,360

)

SHAREHOLDERS' FUNDS

71,535

77,640

Company's loss for the financial year

(6,105

)

(6,500

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

A Savery - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 November 2023

1,000

(14,200,497

)

99,000

(14,100,497

)

Changes in equity

Total comprehensive income

-

(8,746,682

)

-

(8,746,682

)

Balance at 31 October 2024

1,000

(22,947,179

)

99,000

(22,847,179

)

Changes in equity

Total comprehensive income

-

(7,038,270

)

-

(7,038,270

)

Balance at 31 October 2025

1,000

(29,985,449

)

99,000

(29,885,449

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 November 2023

1,000

(15,860

)

99,000

84,140

Changes in equity

Total comprehensive income

-

(6,500

)

-

(6,500

)

Balance at 31 October 2024

1,000

(22,360

)

99,000

77,640

Changes in equity

Total comprehensive income

-

(6,105

)

-

(6,105

)

Balance at 31 October 2025

1,000

(28,465

)

99,000

71,535

Cash flows from operating activities

Cash generated from operations

1

(1,833,944

)

(1,539,091

)

Interest paid

(79,610

)

(99,465

)

Tax paid

9,365

-

Net cash from operating activities

(1,904,189

)

(1,638,556

)

Cash flows from investing activities

Purchase of intangible fixed assets

(25,029

)

(319,520

)

Purchase of tangible fixed assets

(103,951

)

(380,535

)

Sale of tangible fixed assets

-

10,666

Acquisition of subsidiary

(119,000

)

(90,879

)

Disposal of subsidiary (note 4)

50,000

-

Interest received

-

663

Net cash from investing activities

(197,980

)

(779,605

)

Cash flows from financing activities

New loans in year

810,083

5,593,273

Loan repayments in year

(452,197

)

(5,968,273

)

Net cash from financing activities

357,886

(375,000

)

Decrease in cash and cash equivalents

(1,744,283

)

(2,793,161

)

Cash and cash equivalents at beginning of year

2

2,408,946

5,202,107

Cash and cash equivalents at end of year

2

664,663

2,408,946

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(7,038,270

)

(8,746,682

)

Depreciation charges

1,116,433

1,524,970

Loss on disposal of fixed assets

41,338

6,522

Swinley disposal adjustment

22,397

(22,992

)

Loan note write off

(1,086,083

)

-

Finance costs

4,660,637

3,956,248

Finance income

-

(663

)

(2,283,548

)

(3,282,597

)

(Increase)/decrease in stocks

(121,280

)

558,066

(Increase)/decrease in trade and other debtors

(924,459

)

517,350

Increase in trade and other creditors

1,495,343

668,090

Cash generated from operations

(1,833,944

)

(1,539,091

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

664,663

2,408,946

Year ended 31 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

2,408,946

5,202,107

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.11.24

Cash flow

At 31.10.25

£

£

£

Net cash

Cash at bank

2,408,946

(1,744,283

)

664,663

2,408,946

(1,744,283

)

664,663

Debt

Debts falling due within 1 year

(12,231,256

)

11,421,173

(810,083

)

Debts falling due after 1 year

(21,224,376

)

(15,274,002

)

(36,498,378

)

(33,455,632

)

(3,852,829

)

(37,308,461

)

Total

(31,046,686

)

(5,597,112

)

(36,643,798

)

4.	DISPOSAL OF BUSINESS

In the period to 31 October 2024 the Group disposed of a shareholding in a subsidiary, in which the goodwill was fully impaired in the same period. Proceeds of disposal were received in the year to 31 October 2025 of £50,000.

1.	STATUTORY INFORMATION

ATB 2021 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

Amounts in these financial statements are rounded to the nearest Pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is a qualifying entity for the purposes of FRS102, 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 4 'Statement of Financial Position': Reconciliation of the opening and closing number of shares:

-

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': Carrying amounts, interest income/expenses and net gains/losses for each category of financial instrument; 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 33 'Related Party Disclosures': Compensation for key management personnel.

Basis of consolidation

The group financial statements consolidate the financial statements of ATB 2021 Topco Limited and all of its subsidiary undertakings as if they form a single entity. Intercompany transactions and balances between group companies are eliminated in full. Uniform accounting policies are followed within the group.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Goodwill

Goodwill represents the excess of the cost of acquisition of a business over th fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its estimated 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 any 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 to the unit and then other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates and these estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The items in the financial statements where these judgements and estimates have been made include the useful economic life of tangible and intangible fixed assets, the depreciation and amortisation of these assets, stock obsolescence, provisions, and the recoverability of debtors.

Key sources of estimation uncertainty:

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are depreciated over the approved depreciation rates. The carrying amount of tangible fixed assets is £428,995 (2024: £592,604) as noted in note 13.

The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are amortised over the approved amortisation rates. The carrying amount of intangible fixed assets is £4,557,285 (2024: £5,498,686) as noted in note 12.

The group makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. The carrying amount of trade debtors is £1,705,133 (2024: £955,592) as noted in note 16.

A stock provision is booked for cases where the realisable value from sales of the stock item is estimated to be lower than the stock carrying value. The provision is estimated taking into account various factors, including prevailing sales prices of stock items, the seasonality of the items' sales profile and losses associated with slow moving stock items. This provision totalled £43,300 (2024: £215,804) and the carrying amount of closing stock is £3,318,728 (2024: £3,197,448) as noted in note 15.

The group's current tax provision of £Nil (2024: £Nil) relates to management's assessment of the amount of tax payable on the company's profit for the year where the liabilities remain to be agreed with HMRC. Due to the uncertainty with such taxation items, there is a possibility that the final outcome may differ on conclusion of open tax matters at a future date.

Key judgements have been made as follows:

Carrying value of investments

The directors use varying methods on an ongoing basis to estimate whether any impairment write down is required to the carrying value in investments. The directors' do not consider there to be any indicators of impairment and have therefore not performed an impairment assessment.

Carrying value of goodwill

The directors regularly review the carrying value of goodwill for indicators of impairment and recognise any required write down. No changes to the amortisation period of ten years or requirements for impairment write down of the carrying value of goodwill of £4,511,242 (2024: £5,359,140) have been identified.

Amounts due to/from other group companies

The directors review the recoverability of amounts due from other group companies with the directors of the relevant companies on a regular basis. In the directors opinion, at the period end there are no indicators of impairment and, therefore, no impairment is required.