REGISTERED NUMBER: 16093368 (England and Wales)

STAR WILLOW TOPCO LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2026

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other 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:

Ms L Carballo

M R Coxall

P M Jones

D G Timmins

A J Wright

REGISTERED OFFICE:

33 Cavendish Square

London

W1G 0PW

REGISTERED NUMBER:

16093368 (England and Wales)

AUDITORS:

Cooper Parry Group Limited

1st Floor, Abbey Square,

Davidson House, The Forbury

Reading

RG1 3EU

The directors present their strategic report of the company and the group for the year ended 30 April 2026.

REVIEW OF BUSINESS

Star Willow Topco Limited (The Group or the Company) is the holding company for a group of companies providing the hire of Air Compressors, Desiccant Dryers, Air Receivers & Ancillaries to customers across the UK, serving construction, infrastructure, manufacturing, and the utilities sectors.

In the year, The Group has increased its fleet holding by c. 25%, primarily across air compressors, by investing £7.4m in CapEx. This has enabled significant growth in the year & allows for further growth in future years.

Key highlights:

- Revenue: For the year ended 30 April 2026, revenue grew to £17.9m (2025: £3.7m)

- Gross Profit: Gross Profit grew to £13.1m (2025: £2.8m)

- Operating Profit: Operating profit grew to £3.6m (2025: £0.7m)

Please note the prior year was 21st November 2024 to 30th April 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group's core business activity is the hire of air compressors to customers. The Group's strategy is to provide high quality assets for rental, facilitated by excellent customer service. The following key principal risks and uncertainties have been identified:

Customer service

Providing excellent customer service is at the core of what The Group does & has done since its inception. Providing a timely, accurate & personable service has been key to the company's success & high levels of customer retention.

Fleet reliability

Good quality compressors & ancillaries are integral to the businesses continued performance & growth. Frequent fleet inspections & closely monitored targets around repairs & maintenance are in place for The Group to ensure fleet is in good condition.

Environmental regulation

There is a growing demand & increasingly high regulatory requirements around ensuring equipment has low emissions. Compliance to these standards & phasing out older equipment in a timely manner will be important for The Group. The Group has been a market leader in the transition to Stage 5.

Health & Safety

Operating in a high-risk environment puts a great onus on health & safety standards. Related KPIs are Board reported on a monthly basis & there are strict processes in place to report any workplace accidents. The Group is pursuing its ISO45001 certification which will further reinforce its existing health & safety standards.

Liquidity Risk

Ensuring close working capital management in order to generate strong operating cashflows is key for The Group to invest in future fleet to continue growing & serving its customers. As part of its control procedures, the company monitors its daily cash movements & monthly cashflow forecasting to ensure that there is an appropriate amount of cash cover in place at all times. In addition to this, there is a £2m revolving cash facility available to the Group. At the date of signing the accounts, £1m of this facility had been drawn with £1m further available.

OUTLOOK

Given the strong Revenue & Margin growth in the year, The Group looks to the future with great optimism whilst being aware of the uncertainties created by the current economic environment. The company's diverse customer base, strong focus on operations excellence and commitment to investing in modern sustainable fleet provide a solid platform for continued growth.

ON BEHALF OF THE BOARD:

Ms L Carballo - Director

26 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2026.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of hire of compressors and other equipment.

DIVIDENDS

No dividends will be distributed for the year ended 30 April 2026.

FUTURE DEVELOPMENTS

The directors anticipate the business environment will remain competitive. They believe that the group will be in a good financial position after a full year of trade and that the risks that have been identified are being well managed. The directors are confident in the group's ability to maintain and build on this position, to increase its turnover, profitability and grow its market share.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 May 2025 to the date of this report.

Ms L Carballo

M R Coxall

P M Jones

D G Timmins

A J Wright

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, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms L Carballo - Director

26 August 2026

Opinion

We have audited the financial statements of STAR Willow Topco Ltd (the 'group') for the year ended 30 April 2026 which comprise the Income Statement, Other Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and the related notes, 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 affairs as at 30 April 2026 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We gained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates, and considered the risk of acts by the group that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation.

Our procedures in relation to fraud included but were not limited to: inquiries of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Roslyn McFarlane (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

1st Floor, Abbey Square,

Davidson House, The Forbury

Reading

RG1 3EU

26 August 2026

TURNOVER

3

17,930,195

3,774,631

Cost of sales

4,817,116

956,789

GROSS PROFIT

13,113,079

2,817,842

Administrative expenses

9,508,569

2,149,554

OPERATING PROFIT

5

3,604,510

668,288

Interest receivable and similar income

36,994

757

3,641,504

669,045

Interest payable and similar expenses

6

7,397,971

1,745,770

LOSS BEFORE TAXATION

(3,756,467

)

(1,076,725

)

Tax on loss

7

1,468,608

1,720,768

LOSS FOR THE FINANCIAL YEAR

(5,225,075

)

(2,797,493

)

Loss attributable to:

Owners of the parent

(5,225,075

)

(2,797,493

)

LOSS FOR THE YEAR

(5,225,075

)

(2,797,493

)

OTHER COMPREHENSIVE INCOME

Capital contribution

-

900

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

900

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(5,225,075

)

(2,796,593

)

Total comprehensive income attributable to:

Owners of the parent

(5,225,075

)

(2,796,593

)

FIXED ASSETS

Intangible assets

10

44,443,928

49,493,463

Tangible assets

11

20,145,410

15,368,332

Investments

12

-

-

64,589,338

64,861,795

CURRENT ASSETS

Stocks

13

222,667

-

Debtors: amounts falling due within one year

14

4,984,945

4,804,288

Cash at bank and in hand

1,751,230

2,435,155

6,958,842

7,239,443

CREDITORS

Amounts falling due within one year

15

43,075,110

36,086,361

NET CURRENT LIABILITIES

(36,116,268

)

(28,846,918

)

TOTAL ASSETS LESS CURRENT LIABILITIES

28,473,070

36,014,877

CREDITORS

Amounts falling due after more than one year

16

(34,723,000

)

(37,123,000

)

PROVISIONS FOR LIABILITIES

21

(1,673,238

)

(1,591,470

)

NET LIABILITIES

(7,923,168

)

(2,699,593

)

CAPITAL AND RESERVES

Called up share capital

22

9,850

9,700

Share premium

23

88,650

87,300

Capital redemption reserve

23

900

900

Retained earnings

23

(8,022,568

)

(2,797,493

)

SHAREHOLDERS' FUNDS

(7,923,168

)

(2,699,593

)

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:

Ms L Carballo - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

12,321,500

12,320,000

12,321,500

12,320,000

CURRENT ASSETS

Debtors: amounts falling due within one year

14

5,972

12,320,900

Debtors: amounts falling due after more than one year

14

12,320,000

-

12,325,972

12,320,900

CREDITORS

Amounts falling due within one year

15

1,820,080

12,666,574

NET CURRENT ASSETS/(LIABILITIES)

10,505,892

(345,674

)

TOTAL ASSETS LESS CURRENT LIABILITIES

22,827,392

11,974,326

CREDITORS

Amounts falling due after more than one year

16

24,548,000

12,223,000

NET LIABILITIES

(1,720,608

)

(248,674

)

CAPITAL AND RESERVES

Called up share capital

22

9,850

9,700

Share premium

23

88,650

87,300

Capital redemption reserve

23

900

900

Retained earnings

23

(1,820,008

)

(346,574

)

SHAREHOLDERS' FUNDS

(1,720,608

)

(248,674

)

Company's loss for the financial year

(1,473,434

)

(346,574

)

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:

Ms L Carballo - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Changes in equity

Issue of share capital

9,700

-

87,300

-

97,000

Total comprehensive income

-

(2,797,493

)

-

900

(2,796,593

)

Balance at 30 April 2025

9,700

(2,797,493

)

87,300

900

(2,699,593

)

Changes in equity

Issue of share capital

150

-

1,350

-

1,500

Total comprehensive income

-

(5,225,075

)

-

-

(5,225,075

)

Balance at 30 April 2026

9,850

(8,022,568

)

88,650

900

(7,923,168

)

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Changes in equity

Issue of share capital

9,700

-

87,300

-

97,000

Total comprehensive income

-

(346,574

)

-

900

(345,674

)

Balance at 30 April 2025

9,700

(346,574

)

87,300

900

(248,674

)

Changes in equity

Issue of share capital

150

-

1,350

-

1,500

Total comprehensive income

-

(1,473,434

)

-

-

(1,473,434

)

Balance at 30 April 2026

9,850

(1,820,008

)

88,650

900

(1,720,608

)

Cash flows from operating activities

Cash generated from operations

1

11,348,238

1,814,820

Interest paid

(2,171,482

)

(530,002

)

Tax paid

(2,238,617

)

(271,173

)

Net cash from operating activities

6,938,139

1,013,645

Cash flows from investing activities

Purchase of tangible fixed assets

(7,356,822

)

(14,863,891

)

Sale of tangible fixed assets

443,088

-

Acquisition of subsidiary, net of cash

(20,324

)

(53,942,017

)

Interest received

36,994

-

Net cash from investing activities

(6,897,064

)

(68,805,908

)

Cash flows from financing activities

New loans in year

1,000,000

70,505,418

Loan repayments in year

(1,725,000

)

(375,000

)

Loan notes issued

148,500

-

Loan notes redeemed

(150,000

)

-

Share issue

1,500

97,000

Net cash from financing activities

(725,000

)

70,227,418

(Decrease)/increase in cash and cash equivalents

(683,925

)

2,435,155

Cash and cash equivalents at beginning of year

2

2,435,155

-

Cash and cash equivalents at end of year

2

1,751,230

2,435,155

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

Period

21/11/24

Year Ended

to

30/4/26

30/4/25

£

£

Loss before taxation

(3,756,467

)

(1,076,725

)

Depreciation charges

2,013,214

610,967

Loss on disposal of fixed assets

123,442

-

Goodwill

5,069,859

1,180,069

Finance costs

7,397,971

1,745,770

Finance income

(36,994

)

(757

)

10,811,025

2,459,324

Increase in stocks

(222,667

)

-

Decrease/(increase) in trade and other debtors

90,056

(1,372,752

)

Increase in trade and other creditors

669,824

728,248

Cash generated from operations

11,348,238

1,814,820

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 30 April 2026

30/4/26

1/5/25

£

£

Cash and cash equivalents

1,751,230

2,435,155

Period ended 30 April 2025

30/4/25

21/11/24

£

£

Cash and cash equivalents

2,435,155

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/5/25

Cash flow

At 30/4/26

£

£

£

Net cash

Cash at bank and in hand

2,435,155

(683,925

)

1,751,230

2,435,155

(683,925

)

1,751,230

Debt

Debts falling due within 1 year

(33,881,612

)

(5,427,224

)

(39,308,836

)

Debts falling due after 1 year

(37,123,000

)

2,400,000

(34,723,000

)

(71,004,612

)

(3,027,224

)

(74,031,836

)

Total

(68,569,457

)

(3,711,149

)

(72,280,606

)