Company registration number 14513484 (England and Wales)
AFO TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
AFO TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr R Elley
Ms W J Mcmillan
(Appointed 23 May 2024)
Mr S Lyons
(Appointed 31 March 2025)
Ms M L Lazenby
(Appointed 29 March 2025)
Company number
14513484
Registered office
12-14 Berry Street
London
EC1V 0AU
Auditor
RDP Newmans LLP
Lynwood House
373-375 Station Road
Harrow
Middlesex
HA1 2AW
Business address
12-14 Berry Street
London
EC1V 0AU
AFO TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 35
AFO TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 1 -
The directors present the strategic report for the year ended 30 November 2024.
Principal activities
The principal activity of the company was that of a holding company. On 10 May 2024, the name of the company was changed to AFO Topco Limited.
The principal activity of the subsidiaries includes media promotions, video production, photographic services, media and brand consultancy and research and survey services.
Review of the business
It was a transformative year for the AFO Topco Group (“the group”) as the group continued to expand following the receipt of investment from Waterland Private Equity in January 2023. The investment has allowed the group to expand both domestically and internationally through a “buy and build” programme that will include acquisitions as well as accelerating investment in services and talent.
In May 2024 the group expanded into North America by opening a New York office and then in September 2024 a new Los Angeles office.
Whether it be an increase in radio, television or podcast consumption which are core to The AFO Network Limited, the growth and acceleration of virtual and hybrid events in the wheelhouse of ThroughTheI Limited and Sassy Films Limited or appetite for data insights that Censuswide Limited is offering, all three markets are having a positive impact on trading.
We look forward to 2025 and the opportunities it will bring.
Principal risks and uncertainties
The principal risks and uncertainties facing AFO Topco Limited are:
Financial instruments
The group's principal financial instruments comprise bank loans and trade payables. The main purpose of these financial instruments is to raise finance for the group's operations. The group has various other financial assets such as trade receivables, cash and short-term deposits which arise directly from its operations.
The main risks arising from the group's financial instruments are credit risk, liquidity risk, foreign currency exposure and interest rate risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Credit risk
The group's credit risk is primarily attributable to its trade receivables. The group operates to ensure that the payment terms of customers are matched to the group's own contractual obligations in terms of delivery of contracted services. Credit risk is assessed in relation to knowledge of the customer or by credit references.
Liquidity risk
The group seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Some liquidity risk arises from the nature of principal activities, which does not always arise in an even manner, and the group's policy is to forecast its cash needs to ensure there are sufficient cash reserves to meet liabilities during such periods. Short term flexibility is provided through the availability of bank overdraft facilities.
Currency risk
Whilst the significant majority of the group's activity is undertaken in sterling, the group does operate in overseas markets and is subject to exposures on transactions undertaken during the year. The group's exposure to exchange rate fluctuations is small based on its revenue and cost base.
Interest rate risk
The group finances its operations at present through equity, bank overdraft and working capital. The group manages its exposure to interest rate fluctuations by mixing the duration of its deposits and borrowings to reduce the impact of interest rate fluctuations.
AFO TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -
Development and performance
At the balance sheet date, the group's current ratio is 2.35. This indicates the group's short term working capital position is strong. The directors aim to achieve a better ratio in the next financial year.
Key performance indicators
The key performance indications for the group are detailed below:
GBP 2024 2023
Turnover £35.87m £25.55m
Gross profit % 44.47 43.66
Adjusted EBITDA £7.63m £6.67m
The Group delivered a strong financial performance in the year, with turnover increasing by 40.38% following the expansion of the group. The directors are satisfied with the Group's financial performance during the year and believe that the business is well-positioned for continued growth. The directors remain confident that the Group's strategic initiatives, will support further improvements in profitability in subsequent years.
Mr S Lyons
Director
28 May 2025
AFO TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 30 November 2024.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr R Elley
Mr R Hallworth
(Resigned 23 May 2024)
Mr H B Kosky
(Resigned 24 April 2025)
Mr P L Mitchell
(Resigned 2 May 2025)
Ms W J Mcmillan
(Appointed 23 May 2024)
Mr S Lyons
(Appointed 31 March 2025)
Ms M L Lazenby
(Appointed 29 March 2025)
Future developments
The directors expect growth in the present level of turnover and profit for the foreseeable future. The directors are confident that by pursuing the management policies the group will achieve continued successes in the years ahead.
Auditor
The auditor, RDP Newmans LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Matters confirmed in the strategic report
The principal activity, principal risks and uncertainties facing the group and the company and key financial performance indicators have been considered in the group strategic report.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr S Lyons
Director
28 May 2025
AFO TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 4 -
The directors are responsible for preparing the Annual Report 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 group and company, 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
AFO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AFO TOPCO LIMITED
- 5 -
Opinion
We have audited the financial statements of AFO Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 30 November 2024 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.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
AFO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AFO TOPCO LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor's report 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.
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.
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
AFO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AFO TOPCO LIMITED
- 7 -
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
reviewed and tested journal entries to identify unusual transactions and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
reviewing and agreeing financial statement disclosures and testing to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and bankers.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's report 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.
Paresh Radia FCA (Senior Statutory Auditor)
For and on behalf of RDP Newmans LLP, Statutory Auditor
Chartered Accountants
Lynwood House
373-375 Station Road
Harrow
Middlesex
HA1 2AW
28 May 2025
AFO TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 8 -
Year
Period
ended
ended
30 November
30 November
2024
2023
Notes
£
£
Turnover
3
35,872,488
25,553,853
Cost of sales
(19,921,307)
(14,395,607)
Gross profit
15,951,181
11,158,246
Administrative expenses
(16,517,759)
(11,144,908)
Other operating income
31,450
57,100
Reorganisation and restructuring costs
4
(1,981,787)
(4,341,305)
Operating loss
5
(2,516,915)
(4,270,867)
Interest receivable and similar income
9
34,424
51,136
Interest payable and similar expenses
10
(3,342,298)
(2,770,647)
Amounts written off related party loans
11
-
(1,110)
Loss before taxation
(5,824,789)
(6,991,488)
Tax on loss
12
(1,102,285)
(296,370)
Loss for the financial year
26
(6,927,074)
(7,287,858)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
AFO TOPCO LIMITED
GROUP BALANCE SHEET
AS AT 30 NOVEMBER 2024
30 November 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
14
40,258,111
48,046,565
Other intangible assets
14
207,097
100,569
Total intangible assets
40,465,208
48,147,134
Tangible assets
15
807,572
857,465
41,272,780
49,004,599
Current assets
Debtors
19
7,678,121
6,487,989
Cash at bank and in hand
4,912,473
5,072,431
12,590,594
11,560,420
Creditors: amounts falling due within one year
20
(5,353,186)
(6,541,827)
Net current assets
7,237,408
5,018,593
Total assets less current liabilities
48,510,188
54,023,192
Creditors: amounts falling due after more than one year
21
(29,386,340)
(27,947,840)
Provisions for liabilities
Deferred tax liability
23
156,027
184,490
(156,027)
(184,490)
Net assets
18,967,821
25,890,862
Capital and reserves
Called up share capital
25
110,895
108,846
Share premium account
26
33,089,320
33,069,874
Capital redemption reserve
26
1,000
Profit and loss reserves
26
(14,233,394)
(7,287,858)
Total equity
18,967,821
25,890,862
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 28 May 2025 and are signed on its behalf by:
28 May 2025
Mr S Lyons
Director
Company registration number 14513484 (England and Wales)
AFO TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2024
30 November 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
16
1
1
1
1
Current assets
Debtors
19
33,193,082
33,178,719
Creditors: amounts falling due within one year
20
(25,250)
(17,250)
Net current assets
33,167,832
33,161,469
Net assets
33,167,833
33,161,470
Capital and reserves
Called up share capital
25
110,895
108,846
Share premium account
26
33,089,320
33,069,874
Capital redemption reserve
26
1,000
Profit and loss reserves
26
(33,382)
(17,250)
Total equity
33,167,833
33,161,470
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,330 (2023 - £17,250 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 28 May 2025 and are signed on its behalf by:
28 May 2025
Mr S Lyons
Director
Company registration number 14513484 (England and Wales)
AFO TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 29 November 2022
-
Period ended 30 November 2023:
Loss and total comprehensive income
-
-
-
(7,287,858)
(7,287,858)
Issue of share capital
25
108,846
33,069,874
-
-
33,178,720
Balance at 30 November 2023
108,846
33,069,874
(7,287,858)
25,890,862
Year ended 30 November 2024:
Loss and total comprehensive income
-
-
-
(6,927,074)
(6,927,074)
Issue of share capital
25
3,049
19,446
-
-
22,495
Redemption of shares
25
(1,000)
-
1,000
(18,462)
(18,462)
Balance at 30 November 2024
110,895
33,089,320
1,000
(14,233,394)
18,967,821
AFO TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 29 November 2022
-
Period ended 30 November 2023:
Loss and total comprehensive income for the period
-
-
-
(17,250)
(17,250)
Issue of share capital
25
108,846
33,069,874
-
-
33,178,720
Balance at 30 November 2023
108,846
33,069,874
(17,250)
33,161,470
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
-
2,330
2,330
Issue of share capital
25
3,049
19,446
-
-
22,495
Redemption of shares
25
(1,000)
-
1,000
(18,462)
(18,462)
Balance at 30 November 2024
110,895
33,089,320
1,000
(33,382)
33,167,833
AFO TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
3,517,970
5,880,685
Interest paid
(2,342,298)
(1,853,980)
Income taxes paid
(1,181,662)
(1,483,871)
Net cash (outflow)/inflow from operating activities
(5,990)
2,542,834
Investing activities
Purchase of shares in other entities, net of cash
-
(36,599,373)
Purchase of intangible assets
(211,273)
(92,639)
Purchase of tangible fixed assets
(226,207)
(44,755)
Interest received
34,424
51,136
Net cash used in investing activities
(403,056)
(36,685,631)
Financing activities
Proceeds from issue of shares
22,495
21,493,677
Redemption of shares
(18,462)
Proceeds from borrowings
18,000,000
17,750,000
Repayment of borrowings
(17,750,000)
-
Repayment of bank loans
(5,287)
-
Payment of finance leases obligations
-
(28,506)
Net cash generated from financing activities
248,746
39,215,171
Net (decrease)/increase in cash and cash equivalents
(160,300)
5,072,374
Cash and cash equivalents at beginning of year
5,072,374
Cash and cash equivalents at end of year
4,912,074
5,072,374
Relating to:
Cash at bank and in hand
4,912,473
5,072,431
Bank overdrafts included in creditors payable within one year
(399)
(57)
AFO TOPCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(4,033)
(33,178,719)
Investing activities
Proceeds from disposal of subsidiaries
(1)
Net cash used in investing activities
-
(1)
Financing activities
Proceeds from issue of shares
22,495
33,178,720
Redemption of shares
(18,462)
Net cash generated from financing activities
4,033
33,178,720
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 15 -
1
Accounting policies
Company information
AFO Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 12-14 Berry Street, London, EC1V 0AU.
The group consists of AFO Topco Limited and all of its subsidiaries.
1.1
Reporting period
The financial statements have been prepared for the 12 month period ended 30 November 2024. The comparative amounts presented in the financial statements (including the related notes) are not entirely comparable as they were prepared from the group's incorporation date of 29 November 2022 to 30 November 2023, a period longer than 12 months.
1.2
Accounting convention
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.
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.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company AFO Topco Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 November 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.5
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.6
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
· the amount of revenue can be measured reliably;
· it is probable that the company will receive the consideration due under the contract;
· the stage of completion of the contract at the end of the reporting period can be measured reliably;
and
· the costs incurred and the costs to complete the contract can be measured reliably.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 7-10 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 an 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 allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
Over 10 years
Other intangibles - Branding costs
Over 2-5 years
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over period of lease
Fixtures and fittings
10% - 33% straight line method
Computers
33% straight line method
Motor vehicles
25% reducing balance method
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.12
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.
1.13
Financial instruments
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 19 -
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 group 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
Equity instruments issued by the group 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 group.
1.15
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Deferred tax
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 if, and only if, there is 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.
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of operations at actual rate are recognised in other comprehensive income.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.20
Exceptional items are transactions which are one-off and have a material impact on the company's financial results. These are disclosed separately due to their size of incidence and nature and are considered non-recurring.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are 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 considered to be 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment to assets, the directors have considered both external and internal sources of information such as market conditions and experience of recoverability.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Determining residual values of useful economic lives of property, plant and equipment
The group depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by the directors. The actual lives of these assets can vary depending on a variety of a factors, including technological innovation, product life cycles, and maintenance programmes.
Judgement is applied by the directors when determining the residual values for plant, machinery and equipment. When determining the residual value, the directors aim to assess the amount that the group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life.
Goodwill
The group amortises goodwill over its estimated useful life. The estimation of the useful life is based on performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by the directors.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Public relations and broadcast marketing
35,872,488
25,553,853
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
3
Turnover and other revenue
(Continued)
- 22 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
26,888,671
19,398,972
Europe
3,824,142
1,588,527
Rest of World
5,159,675
4,566,354
35,872,488
25,553,853
2024
2023
£
£
Other revenue
Interest income
34,424
51,136
4
Reorganisation and restructuring costs
2024
2023
£
£
Expenditure
Reorganisation and restructuring costs
1,981,787
4,341,305
1,981,787
4,341,305
Exceptional fees consist of salary costs, legal and professional fees and project related fees, including costs relating to the refinance of group loan, the rebrand of the group to the 'AFO Group', the creation of the Sassy+ brand and US ventures. These fees are considered non-recurring and are disclosed separately due to their size and nature.
5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
28,104
29,091
Depreciation of owned tangible fixed assets
276,100
123,525
Profit on disposal of tangible fixed assets
-
(734)
Amortisation of intangible assets
7,837,491
6,478,518
Impairment of intangible assets
55,708
Operating lease charges
319,067
246,308
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 23 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
31,000
15,000
Audit of the financial statements of the company's subsidiaries
128,000
105,000
159,000
120,000
For other services
All other non-audit services
18,334
11,440
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales, Finance and Operations
209
192
-
-
Directors
10
12
4
4
Total
219
204
4
4
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
12,383,586
9,105,398
Social security costs
1,577,668
1,003,494
-
-
Pension costs
336,870
258,446
14,298,124
10,367,338
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
937,003
560,697
Company pension contributions to defined contribution schemes
39,180
33,762
976,183
594,459
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
8
Directors' remuneration
(Continued)
- 24 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
554,772
377,363
Company pension contributions to defined contribution schemes
31,680
28,262
During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
34,424
47,012
Other interest income
-
4,124
Total income
34,424
51,136
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
34,424
47,012
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,455
-
Other interest on financial liabilities
3,340,843
2,762,195
3,342,298
2,762,195
Other finance costs:
Interest on finance leases and hire purchase contracts
-
2,437
Other interest
-
6,015
Total finance costs
3,342,298
2,770,647
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 25 -
11
Amounts written off investments
2024
2023
£
£
Amounts written back to/(written off) current loans
-
(1,110)
In 2023, an amount of £1,110 was due from one of the former directors of Sassy Films Limited, which was written off during the period as it was no longer recoverable.
12
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,140,412
601,428
Adjustments in respect of prior periods
(9,434)
1,673
Total current tax
1,130,978
603,101
Deferred tax
Origination and reversal of timing differences
(28,693)
(306,731)
Total tax charge
1,102,285
296,370
As of 1 April 2023, the corporation tax rate increased from 19% to 25%. There has been no change to the corporation tax rate for the year ended 30 November 2024.
For the year ended 30 November 2024, the weighted average tax rate is 25% (23.65%).
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
12
Taxation
(Continued)
- 26 -
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(5,824,789)
(6,991,488)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.65%)
(1,456,197)
(1,653,487)
Tax effect of expenses that are not deductible in determining taxable profit
2,185,254
1,828,656
Tax effect of income not taxable in determining taxable profit
126,645
Adjustments in respect of prior years
(9,433)
(1,573)
Effect of change in corporation tax rate
-
(15,222)
Other permanent differences
196,079
Deferred tax adjustments in respect of prior years
342
Fixed asset differences
3,193
Remeasurement of deferred tax for changes in tax rates
(13,572)
Adjustments in respect of prior periods (deferred tax)
(35,445)
Adjustments to brought forward values
2,481
-
Movement in deferred tax not recognised
250,000
(9,066)
Taxation charge
1,102,285
296,370
13
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Intangible assets
14
55,708
-
Recognised in:
Administrative expenses
55,708
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 27 -
14
Intangible fixed assets
Group
Goodwill
Software
Other intangibles - Branding costs
Total
£
£
£
£
Cost
At 1 December 2023
54,519,177
13,836
92,639
54,625,652
Additions
211,273
211,273
At 30 November 2024
54,519,177
13,836
303,912
54,836,925
Amortisation and impairment
At 1 December 2023
6,472,612
(1,220)
7,126
6,478,518
Amortisation charged for the year
7,788,454
7,731
41,306
7,837,491
Impairment losses
55,708
55,708
At 30 November 2024
14,261,066
6,511
104,140
14,371,717
Carrying amount
At 30 November 2024
40,258,111
7,325
199,772
40,465,208
At 30 November 2023
48,046,565
15,056
85,513
48,147,134
The company had no intangible fixed assets at 30 November 2024 or 30 November 2023.
More information on impairment movements in the year is given in note 13.
15
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 December 2023
340,818
614,928
18,141
7,103
980,990
Additions
40,641
131,324
54,242
226,207
At 30 November 2024
381,459
746,252
72,383
7,103
1,207,197
Depreciation and impairment
At 1 December 2023
65,245
51,162
7,110
8
123,525
Depreciation charged in the year
77,232
180,453
16,570
1,845
276,100
At 30 November 2024
142,477
231,615
23,680
1,853
399,625
Carrying amount
At 30 November 2024
238,982
514,637
48,703
5,250
807,572
At 30 November 2023
275,573
563,766
11,031
7,095
857,465
The company had no tangible fixed assets at 30 November 2024 or 30 November 2023.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
15
Tangible fixed assets
(Continued)
- 28 -
16
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
17
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 December 2023 and 30 November 2024
1
Carrying amount
At 30 November 2024
1
At 30 November 2023
1
17
Subsidiaries
Details of the company's subsidiaries at 30 November 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
AFO Midco 1 Limited
Note 1
Ordinary
100.00
AFO Midco 2 Limited
Note 1
Ordinary
100.00
AFO Bidco Limited
Note 1
Ordinary
100.00
The AFO Network Limited
Note 1
Ordinary
100.00
Censuswide Limited
Note 1
Ordinary
100.00
ThroughTheI Limited
Note 1
Ordinary
100.00
Sainted Image Limited
Note 1
Ordinary
100.00
Sound Creative Limited
Note 1
Ordinary
100.00
Markettiers4DC Mena Marketing Management LLC
Note 2
Ordinary
99.00
Radio News Hub Limited
Note 1
Ordinary
100.00
Sassy Films Limited
Note 1
Ordinary
100.00
Sassy Create Limited
Note 1
Ordinary
100.00
Opinion Matters Limited
Note 1
Ordinary
100.00
Markettiers Limited
Note 1
Ordinary
100.00
Markettiers4DC Limited
Note 1
Ordinary
100.00
AFO Inc.
Note 1
100.00
AFO Management Company LLC
Note 1
100.00
Registered office addresses (all UK unless otherwise indicated):
1
12-14 Berry Street, London EC1V 0AU
2
Executive Heights Office 1402, 14th Floor, Barsha Heights, 211802, Dubai, United Arab Emirates
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 29 -
18
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
6,938,405
5,489,248
33,193,082
33,178,719
Carrying amount of financial liabilities
Measured at amortised cost
33,225,717
32,796,828
25,250
17,250
Financial assets measured at amortised cost comprise trade debtors, other debtors, amounts owed by group undertakings, amounts owed by related undertakings and accrued income.
Financial liabilities measured at amortised cost comprise bank overdrafts, bank loans, trade creditors, amounts owed to group undertakings, obligations under hire purchase contracts, other creditors and accruals.
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,662,141
5,250,951
Corporation tax recoverable
95,510
252,791
Amounts owed by group undertakings
-
-
33,193,082
33,178,719
Other debtors
234,164
414,929
Prepayments and accrued income
428,154
311,396
7,419,969
6,230,067
33,193,082
33,178,719
Deferred tax asset (note 23)
8,985
8,755
7,428,954
6,238,822
33,193,082
33,178,719
Amounts falling due after more than one year:
Other debtors
20,000
20,000
Deferred tax asset (note 23)
229,167
229,167
249,167
249,167
-
-
Total debtors
7,678,121
6,487,989
33,193,082
33,178,719
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 30 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
22
5,686
6,385
Other borrowings
22
750,000
Trade creditors
1,136,092
1,286,276
Corporation tax payable
215,884
423,851
Other taxation and social security
1,297,925
1,268,988
-
-
Other creditors
40,609
54,125
Accruals and deferred income
2,656,990
2,752,202
25,250
17,250
5,353,186
6,541,827
25,250
17,250
21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
22
26,927
31,173
Other borrowings
22
29,359,413
27,916,667
29,386,340
27,947,840
-
-
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
32,214
37,501
Bank overdrafts
399
57
Other loans
29,359,413
28,666,667
29,392,026
28,704,225
-
-
Payable within one year
5,686
756,385
Payable after one year
29,386,340
27,947,840
Glas Trust Corporation Limited has a fixed and floating charge over all the property or undertakings of the group. The charge contains a negative pledge. Mr H Kosky acts as Security Trustee.
The aggregate amount of creditors secured via a fixed and floating charge over the assets by Glas Trust Corporation amounts to £17,442,746, comprising of the original loan amounting to £18,000,000 less capitalised debt costs. This is an interest only loan which matures in December 2030.
In 2023, the loan amounted to £17,750,000 and security held by TC Loans Limited.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
22
Loans and overdrafts
(Continued)
- 31 -
There is an unlimited multilateral guarantee with HSBC, with a fixed and floating charge over group assets and undertakings both present and future.
At the balance sheet date, loans owed to related parties amount to £11,916,667, which has a fixed interest rate of 10% per annum, and mature in 2030.
23
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
156,027
181,068
-
323
Retirement benefit obligations
-
3,422
8,985
8,432
Interest payments
-
-
229,167
229,167
156,027
184,490
238,152
237,922
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 December 2023
(53,432)
-
Credit to profit or loss
(28,693)
-
Asset at 30 November 2024
(82,125)
-
The deferred tax liability set out above is expected to reverse within 12 months and primarily relates to accelerated capital allowances that are expected to mature within the same period.
The deferred tax asset set out above primarily relates to the future interest payments expected due in more than 12 months.
Included within the total deferred tax asset is an amount of £229,167 which relates to deferred tax asset greater than one year.
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
336,870
258,446
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
24
Retirement benefit schemes
(Continued)
- 32 -
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The outstanding contributions at the reporting date are £51,082.
25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' shares of 1p each
6,654,163
6,654,163
66,542
66,542
Ordinary 'B' shares of 1p each
3,580,386
3,580,386
35,804
35,804
Ordinary 'C1' shares of 1p each
200,000
200,000
2,000
2,000
Ordinary 'C2' shares of 1p each
654,962
450,000
6,549
4,500
11,089,511
10,884,549
110,895
108,846
During the year 304,962 ordinary 'C2' shares were issued at a premium of £19,446.
During the year 100,000 ordinary 'C2' shares of 1p each were redeemed for £18,462. At the time of redeeming the shares, the company had sufficient distributable profits.
26
Reserves
Share premium
The share premium reserve contains the premium arising on issue of equity.
Capital redemption reserve
The capital redemption reserve represents the nominal value of the share capital that the company repurchased.
Profit and loss reserves
The reserve is the accumulated retained profit.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 33 -
27
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
502,368
446,457
-
-
Between two and five years
1,371,311
1,652,086
-
-
In over five years
99,759
229,484
-
-
1,973,438
2,328,027
-
-
28
Events after the reporting date
On 28 January 2025, AFO Topco Limited converted £29,891,155 of Share Premium reserve into distributable reserves to redeem 202,033 of Ordinary B shares.
29
Related party transactions
Remuneration of key management personnel
Other than as disclosed as directors' emoluments in note 8 and in the above note, there was no remuneration in relation to key management personnel in the current or prior year.
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2024
2023
£
£
Group
Other related parties
11,916,667
10,916,808
Other information
Other related parties relate to transactions with former shareholders and directors.
No disclosure has been made of the company's transactions with other wholly owned group companies in accordance with FRS 102 Section 33.paragraph 33.1A.
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 34 -
30
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(6,927,074)
(7,287,858)
Adjustments for:
Taxation charged
1,102,285
296,370
Finance costs
3,342,298
2,770,647
Investment income
(34,424)
(51,136)
Amortisation and impairment of intangible assets
7,893,199
6,478,518
Depreciation and impairment of tangible fixed assets
276,100
123,525
Other gains and losses
-
1,110
Movements in working capital:
(Increase)/decrease in debtors
(1,347,185)
8,698,331
Decrease in creditors
(787,229)
(5,148,822)
Cash generated from operations
3,517,970
5,880,685
31
Cash absorbed by operations - company
2024
2023
£
£
Profit/(loss) after taxation
2,330
(17,250)
Adjustments for:
Investment income
(35,713)
Movements in working capital:
Decrease/(increase) in debtors
21,350
(33,178,719)
Increase in creditors
8,000
17,250
Cash absorbed by operations
(4,033)
(33,178,719)
32
Analysis of changes in net debt - group
1 December 2023
Cash flows
30 November 2024
£
£
£
Cash at bank and in hand
5,072,431
(159,958)
4,912,473
Bank overdrafts
(57)
(342)
(399)
5,072,374
(160,300)
4,912,074
Borrowings excluding overdrafts
(28,704,168)
(687,459)
(29,391,627)
(23,631,794)
(847,759)
(24,479,553)
AFO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 35 -
33
Analysis of changes in net funds - company
1 December 2023
30 November 2024
£
£
Cash at bank and in hand
-
-
Bank overdrafts
Borrowings excluding overdrafts
-
-
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