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REGISTERED NUMBER: 13506239 (England and Wales)















Unaudited Financial Statements for the Year Ended 31 December 2023

for

AFAS MIDCO LIMITED

AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Balance Sheet 1

Notes to the Financial Statements 2


AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)

Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Investments 4 23,953,779 23,953,779

CURRENT ASSETS
Debtors 5 10,835,000 -

CREDITORS
Amounts falling due within one year 6 (10,835,000 ) -
TOTAL ASSETS LESS CURRENT
LIABILITIES

23,953,779

23,953,779

CAPITAL AND RESERVES
Called up share capital 7 239,538 239,538
Share premium 23,714,241 23,714,241
SHAREHOLDERS' FUNDS 23,953,779 23,953,779

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Board of Directors and authorised for issue on 24 December 2024 and were signed on its behalf by:





M Gradischnig - Director


AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Afas Midco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 13506239

Registered office: Fusion Studio The Green
Letchmore Heath
Watford
WD25 8ER

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


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.

Significant judgements and estimates
In the application of the company's accounting policies, the director is 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 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.

There are no significant judgements or estimates involved in the preparation of the financial statements.

AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Investments in subsidiaries
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.

Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
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
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.

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 company 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 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.

Equity instruments
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.

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.


AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
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 3 (2022 - 3 ) .

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 23,953,779
NET BOOK VALUE
At 31 December 2023 23,953,779
At 31 December 2022 23,953,779

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Afas Debtco Limited
Registered office: Fusion Studio The Green, Letchmore Heath, Watford, WD25 8ER
Nature of business: Holding company
%
Class of shares: holding
Ordinary shares 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 29,300,579 29,300,579
Profit for the year/period - 5,346,800

AFAS the Core Limited**
Registered office: Fusion Studio The Green, Letchmore Heath, Watford, WD25 8ER
Nature of business: Property Investment
%
Class of shares: holding
Ordinary shares 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 10,534,526 10,915,665
(Loss)/profit for the year/period (381,139 ) 394,488

AFAS MIDCO LIMITED (REGISTERED NUMBER: 13506239)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. FIXED ASSET INVESTMENTS - continued

ATRI7 2 Limited**
Registered office: Fusion Studio The Green, Letchmore Heath, Watford, WD25 8ER
Nature of business: Property investment
%
Class of shares: holding
Ordinary shares 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves (1,869,132 ) (754,185 )
Loss for the year/period (1,114,947 ) (754,285 )

Atri7 3 Limited**
Registered office: 1st Floor Spitalfields House, Stirling Way, Borehamwood, WD6 2FX
Nature of business: Property investment
%
Class of shares: holding
Ordinary shares 100.00
31.12.23
£   
Aggregate capital and reserves (4,750 )
Loss for the year (4,850 )

** represents subsidiaries held indirectly.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed by group undertakings 10,835,000 -

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed to group undertakings 10,835,000 -

7. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
23,953,780 Ordinary £0.01 239,538 239,538

8. RELATED PARTY DISCLOSURES

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.

9. ULTIMATE CONTROLLING PARTY

The directors consider the ultimate controlling party to be ASO Victoria 4 S.à r.l., a company incorporated in Luxembourg.