For the financial period ended 31 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Franklin Group Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, Manfield House, 1 Southampton Street, London, WC2R 0LR.

The financial statements are presented for the period from 11 October 2024 (date of incorporation) to 31 March 2026, being the company's first accounting period. As this is a period longer than one year, comparative information is not presented and the results are not entirely comparable with those of a subsequent twelve-month period.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. true

The company is a holding company whose principal assets are amounts owed by group undertakings, and the directors have considered the ability of those undertakings to settle those balances as they are required.

The directors have also taken into account that the preference shares classified as liabilities in note 8 are not required to be redeemed until 3 December 2034. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

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

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

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

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 payments 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.

The A Preference Shares and B Preference Shares are redeemable in full for cash on 3 December 2034 and carry a cumulative dividend of 10% per annum which the Company has no discretion to avoid. They are therefore classified as financial liabilities in their entirety.

They are recognised initially at transaction price, and subsequently measured at amortised cost using the effective interest method. The preference dividend is charged to profit or loss as a finance cost as it accrues, rather than presented as a distribution.

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

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

The tax currently payable is based on taxable profit for the year. 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 years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 when the company has 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.

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

Details of the company's subsidiaries at 31 March 2026 are as follows:

The company has taken advantage of the exemption under paragraph 33.1A of FRS 102 not to disclose transactions entered into between wholly owned subsidiaries.

Balances owed by current group undertakings are interest-free and repayable on demand.

Included within non-current amounts owed by group undertakings is an intercompany loan payable by the subsidiary Franklin Midco Limited. Interest is charged on this loan at a rate of 10.25% per annum.

Balances owed to group undertakings are interest-free and repayable on demand.

Other creditors comprises the A Preference Shares and B Preference Shares, which are classified as financial liabilities.

The balance is made up of £2,452,733 credited as paid up on those shares and £342,663 of cumulative preference dividend accrued to 31 March 2026.

The Preference Shares carry a cumulative preferential dividend of 10% per annum on the amount credited as paid up, accruing daily and compounding quarterly on 31 March, 30 June, 30 September and 31 December. No dividend was paid during the period and the whole amount accrued to date remains outstanding.

The Preference Shares are redeemable in cash on 3 December 2034 together with all accrued and unpaid dividends. Earlier redemption is required on an Exit, on a refinancing of the Preference Shares, on specified insolvency events, or if the rights attaching to them are varied without the consent of the holders.

The A Ordinary Shares and B Ordinary Shares each carry one vote per share and rank equally in all respects for dividends and on a return of capital.

The C Ordinary Shares carry no voting rights but rank equally with the A and B Ordinary Shares for any dividend declared, save that on an exit the C Ordinary Shares are entitled to a proportion of the proceeds available to the ordinary shareholders determined by reference to the return achieved by the investor.

The Preference Shares carry no voting rights and are entitled to a cumulative preferential dividend of 10% per annum in priority to any dividend on the Ordinary Shares. On a return of capital the Preference Shares rank ahead of the Ordinary Shares and are entitled to the amount credited as paid up together with all arrears and accruals of the preference dividend, with the balance of any proceeds then being distributed among the holders of the Ordinary Shares.

The A Preference Shares and B Preference Shares are redeemable. Redemption is mandatory and is not at the option of the company. The latest date on which the company is required to redeem is 3 December 2034, with earlier redemption required in the circumstances set out in note 8. No premium is payable on redemption beyond the amount credited as paid up together with accrued and unpaid dividends.

The following share issues occurred within the period:

On 3rd December 2024, the company issued 553,898 ordinary A shares for £1 per share, 59,182 ordinary B shares for £1 per share, 19,365 ordinary C shares for £1 per share, 2,216,001 preference A shares for £1 per share and 236,732 preference B shares for £1 per share

On 6th June 2025, the company purchased 6,455 of its ordinary C shares from an existing shareholder for £1 per share and held them in treasury.

On 5th September 2025, the company sold the 6,455 ordinary C shares held in treasury for £1 per share and issued 4,034 ordinary C shares for £1 per share. No shares were held in treasury at the balance sheet date,