Company registration number 04308785 (England and Wales)
THE AFO NETWORK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
THE AFO NETWORK LIMITED
COMPANY INFORMATION
Directors
Ms D L Leith
(Appointed 9 December 2025)
Ms N Marks
(Appointed 9 December 2025)
Mr J Webb
(Appointed 6 January 2026)
Company number
04308785
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
THE AFO NETWORK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 25
THE AFO NETWORK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 November 2025.

Principal activities

The principal activity of the company continued to be that of quantitative and qualitative research for client specific audiences.

Review of the business

The year ended 30 November 2025 has been a period of significant change for the company. As part of a wider group restructuring, the company disposed of its Markettiers division on 18 November 2025 and, in the subsequent period, has sold its investment in Radio News Hub Limited, closed its Hollr division and ceased its Dubai operations. These actions reflect the directors' strategy of focusing on the company's core activities.

Turnover for the year was £8.01m (2024: £10.51m), with the reduction reflecting both changes in the group's structure and the impact of the disposal during the year. The company reported a loss before taxation of £0.64m (2024: profit of £6.14m, which included a £4.85m intra-group dividend).

The directors continue to focus on the company's core operations and on returning the business to profitability in future periods.

Principal risks and uncertainties

The principal risks and uncertainties facing The AFO Network Limited are:

Financial instruments

The company's financial instruments comprise trade and other receivables, cash at bank, amounts owed by and to fellow group undertakings, trade and other payables, and a revolving credit facility. These instruments arise directly from the company's operations, from intra-group funding arrangements, and from the financing of the company's operations. The main risks arising from the company's financial instruments are credit risk, liquidity risk, currency risk and interest rate risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

Credit risk

The company's credit risk is primarily attributable to its trade receivables. The company operates to ensure that the payment terms of customers are matched to the company'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 company seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs. Some liquidity risk arises from the nature of the principal activity, which does not always arise in an even manner, and the company'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 a revolving credit facility.

Currency risk

Whilst the significant majority of the company's activity is undertaken in sterling, the company does operate in overseas markets and is subject to exposures on transactions undertaken during the year. The company's exposure to exchange rate fluctuations is small based on its revenue and cost base.

Interest rate risk

The company finances its operations through equity, working capital and a revolving credit facility. The company manages its exposure to interest rate fluctuations through the structure of its borrowing arrangements.

Development and performance

At the year end the company’s current ratio is 0.44 compared to 0.50 in 2024. This indicates the company’s short term working capital position deteriorated during the year. This is due to a significant increase in amounts due to group undertakings in the year which is a result of the group restructuring and reorganisation which took place in the financial year.

THE AFO NETWORK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -
Key performance indicators

The key performance indications of The AFO Network Limited over the last two years are detailed below:
GBP 20 25 20 24

Turnover £8.01m £10.51m
Gross profit % 20.52 40.93
Adjusted EBITDA £(0.12)m £1.94 m

Turnover decreased in 2025 compared to the prior year, reflecting changes in the group’s structure and operations during the year, including the disposal of the Markettiers division. The gross profit margin reduced from 40.93% to 20.52% and the adjusted EBITDA moved from £1.94m to a loss of £0.12m. Adjusted EBITDA is arrived at after adding back restructuring and reorganisation costs. The directors are focused on the company’s core activities going forward.

On behalf of the board

Mr J Webb
Director
5 June 2026
THE AFO NETWORK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 November 2025.

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 H B Kosky
(Resigned 24 April 2025)
Mr P L Mitchell
(Resigned 2 May 2025)
Mr S Lyons
(Appointed 18 April 2025 and resigned 18 November 2025)
Ms M L Lazenby
(Appointed 17 April 2025 and resigned 31 December 2025)
Ms D L Leith
(Appointed 9 December 2025)
Ms N Marks
(Appointed 9 December 2025)
Mr J Webb
(Appointed 6 January 2026)
Financial instruments

The financial risk management objectives and policies of the company, including liquidity risk and foreign currency exposure are provided in the strategic report on page 1.

Post reporting date events

On 31 December 2025, the company's investment in Radio News Hub Limited was sold to a third party and on 31 January 2026, the company closed its 'Hollr' division to focus on its core activities.

Future developments

The directors are actively seeking new business and exploring new markets, which will increase the company's revenue and profitability.

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 company’s auditor 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 company’s auditor is aware of that information.

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 J Webb
Director
5 June 2026
THE AFO NETWORK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 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 company and of the profit or loss of the company 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; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

THE AFO NETWORK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THE AFO NETWORK LIMITED
- 5 -
Opinion

We have audited the financial statements of The AFO Network Limited (the 'company') for the year ended 30 November 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 30 November 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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' r eport 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.

THE AFO NETWORK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THE AFO NETWORK LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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' r esponsibilities s tatement, 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 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 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 group 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 group, 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 group'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.

THE AFO NETWORK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THE AFO NETWORK LIMITED (CONTINUED)
- 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;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; 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;

- reading the minutes of meetings of those charged with governance;

- 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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, 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
8 June 2026
THE AFO NETWORK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 8 -
Continuing
Discontinued
30 November
Continuing
Discontinued
30 November
operations
operations
2025
operations
operations
2024
Notes
£
£
£
£
£
£
Turnover
3
3,064,128
4,945,028
8,009,156
3,902,965
6,607,260
10,510,225
Cost of sales
(2,643,281)
(3,722,010)
(6,365,291)
(3,197,503)
(3,010,388)
(6,207,891)
Gross profit
420,847
1,223,018
1,643,865
705,462
3,596,872
4,302,334
Administrative expenses
(1,890,567)
(829,684)
(2,720,251)
(1,510,347)
(1,093,120)
(2,603,467)
Other operating income
603,290
143,747
747,037
82,547
-
0
82,547
Exceptional item
4
(278,279)
(44,191)
(322,470)
(347,563)
(150,000)
(497,563)
Operating profit/(loss)
5
(1,144,709)
492,890
(651,819)
(1,069,901)
2,353,752
1,283,851
Interest receivable and similar income
7
12,860
-
0
12,860
4,860,041
-
0
4,860,041
(Loss)/profit before taxation
(1,131,849)
492,890
(638,959)
3,790,140
2,353,752
6,143,892
Tax on (loss)/profit
8
26,406
-
0
26,406
(437,261)
-
0
(437,261)
(Loss)/profit for the financial year
(1,105,443)
492,890
(612,553)
3,352,879
2,353,752
5,706,631
THE AFO NETWORK LIMITED
BALANCE SHEET
AS AT 30 NOVEMBER 2025
30 November 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
24,387
127,975
Tangible assets
12
242,662
375,640
Investments
13
6,216,267
6,272,849
6,483,316
6,776,464
Current assets
Debtors falling due after more than one year
15
220,000
20,000
Debtors falling due within one year
15
4,690,479
5,350,940
Cash at bank and in hand
89,294
699,373
4,999,773
6,070,313
Creditors: amounts falling due within one year
16
(11,463,367)
(12,186,819)
Net current liabilities
(6,463,594)
(6,116,506)
Total assets less current liabilities
19,722
659,958
Provisions for liabilities
Deferred tax liability
17
36,739
64,422
(36,739)
(64,422)
Net (liabilities)/assets
(17,017)
595,536
Capital and reserves
Called up share capital
19
73
73
Capital redemption reserve
20
34
34
Profit and loss reserves
21
(17,124)
595,429
Total equity
(17,017)
595,536

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 5 June 2026 and are signed on its behalf by:
Mr J Webb
Director
Company registration number 04308785 (England and Wales)
THE AFO NETWORK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2023
73
34
2,880,180
2,880,287
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
5,706,631
5,706,631
Dividends
10
-
-
(7,991,382)
(7,991,382)
Balance at 30 November 2024
73
34
595,429
595,536
Year ended 30 November 2025:
Loss and total comprehensive income
-
-
(612,553)
(612,553)
Balance at 30 November 2025
73
34
(17,124)
(17,017)
THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 11 -
1
Accounting policies
Company information

The AFO Network Limited is a private company limited by shares incorporated in England and Wales. The registered office is 12-14 Berry Street, London, EC1V 0AU.

1.1
Basis of preparation

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 a mounts 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of AFO Topco Limited. These consolidated financial statements are available from its registered office, 12-14 Berry Street, London, EC1V 0AU.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Theses financial statements have been prepared on the going concern basis. The validity of this assumption depends on the continuing support of fellow group subsidiaries, the company's ultimate parent undertaking, AFO Topco Limited, and its lenders and investors. true

At the time of approving the financial statements, the directors have a reasonable expectation that the parent undertaking and the investors will ensure the company is provided with the necessary working capital for the company to meet its liabilities as they fall due for a period of at least 12 months from the date of the signing of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

If the company were unable to continue in existence for the foreseeable future, adjustments would be necessary to reduce the balance sheet values of assets to their recoverable amounts, to reclassify fixed assets as current assets and to provide for further liabilities which might arise.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT. The fair value of consideration takes into account trade discounts and settlement discounts.

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.

Other income

Other operating income is recognised on an apportionment basis when the related overhead expenditure is incurred.

1.4
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.

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:

Other intangibles - Website development costs
20% on cost
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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
25% / 33% on cost

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 credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries 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.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.7
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.8
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.

1.9
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.

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.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 14 -
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 company 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.

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 paymen ts 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. A m ounts 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

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 th r ough 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 company’s contractual obligations expire or are discharged or cancelled.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.10
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.

1.11
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 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

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.

1.12
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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases
As lessee

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 lease s asset are consumed.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.15
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.

1.16

Exceptional costs

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 company’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.

Assessing the functional currency

The directors are required to identify the functional currency of the company and each subsidiary undertaking. In making this judgement the directors have considered factors such as currency which mainly influences both sales and cost prices, as the countries whose competitive forces and regulations affect those prices.

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 fixtures and fittings

The company 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 fixtures, fittings and equipment. When determining the residual value, the directors aim to assess the amount that the company 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.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 17 -
3
Turnover and other revenue

All turnover relates to the principal activity of the company.

2025
2024
£
£
Turnover analysed by class of business
Editorial
4,943,609
6,607,260
Opinion Matters
1,001,339
1,595,538
Network
2,064,208
2,307,427
8,009,156
10,510,225
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
7,107,834
9,248,204
Europe
786,631
943,585
Rest of the world
114,691
318,436
8,009,156
10,510,225
2025
2024
£
£
Other revenue
Interest income
12,860
9,225
Dividends received
-
4,850,816
4
Exceptional item
2025
2024
£
£
Expenditure
Restructuring and reorganisation costs
322,470
497,563

The restructuring and reorganisation costs consist of salary costs, legal and professional fees, impairment and project related fees relating to the rebranding of group companies and the restructuring of company divisions.

Included within the above costs is impairment amounting to £56,583 on the company's investment in Radio News Hub Limited. Also, included within these costs is a loss on disposal of fixed assets amounting to £77,364 in relation to discontinued operations.

These costs are considered non-recurring and are disclosed separately due to their size and nature.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 18 -
5
Operating (loss)/profit
2025
2024
Operating (loss)/profit for the year is stated after charging:
£
£
Exchange losses
1,415
3,388
Fees payable to the company's auditor for the audit of the company's financial statements
50,000
42,000
Depreciation of tangible fixed assets
171,501
154,968
Loss on disposal of tangible fixed assets
11,952
-
Amortisation of intangible assets
35,724
33,821
Operating lease charges
227,407
179,749
6
Employees

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

2025
2024
Number
Number
Office & administrative
17
14
Marketing, selling & distribution
55
61
Total
72
75

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
4,228,453
3,397,559
Social security costs
496,382
547,912
Pension costs
98,258
135,237
4,823,093
4,080,708

The directors received no remuneration during the current or prior year and there was no other key management compensation in the year. The key management are on the payroll in other group companies. There were no pension benefits accrued for any of the directors.

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
12,860
9,225
Income from fixed asset investments
Income from shares in group undertakings
-
0
4,850,816
Total income
12,860
4,860,041
THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 19 -
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
459,913
Adjustments in respect of prior periods
1,542
-
0
Total current tax
1,542
459,913
Deferred tax
Origination and reversal of timing differences
(27,948)
(22,652)
Total tax (credit)/charge
(26,406)
437,261

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
(Loss)/profit before taxation
(638,959)
6,143,892
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(159,740)
1,535,973
Effects of:
Expenses that are not deductible in determining taxable profit
40,394
111,137
Group relief
87,925
-
0
Tax under/(over) provided in prior years
1,542
-
0
Deferred tax adjustments in respect of prior years
598
342
Dividend income
-
0
(1,212,704)
Capital items expensed & ineligble depreciation
2,875
2,514
Other movements
-
0
(1)
Taxation (credit)/charge in the financial statements
(26,406)
437,261
9
Discontinued operations

On 18 November 2025 the company disposed of the 'Markettiers' division to a third party. The disposal was effected in order to generate cash flow for the expansion of the company's other businesses.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 20 -
10
Dividends
2025
2024
£
£
Interim paid
-
0
7,991,382
11
Intangible fixed assets
Other intangibles - Website development costs
£
Cost
At 1 December 2024
168,922
Additions
9,500
Disposals
(118,375)
At 30 November 2025
60,047
Amortisation and impairment
At 1 December 2024
40,947
Amortisation charged for the year
35,724
Disposals
(41,011)
At 30 November 2025
35,660
Carrying amount
At 30 November 2025
24,387
At 30 November 2024
127,975
12
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 December 2024
381,089
1,972,591
2,353,680
Additions
-
0
50,475
50,475
Disposals
-
0
(41,155)
(41,155)
At 30 November 2025
381,089
1,981,911
2,363,000
Depreciation and impairment
At 1 December 2024
179,808
1,798,232
1,978,040
Depreciation charged in the year
75,810
95,691
171,501
Eliminated in respect of disposals
-
0
(29,203)
(29,203)
At 30 November 2025
255,618
1,864,720
2,120,338
THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
12
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£
£
£
(Continued)
- 21 -
Carrying amount
At 30 November 2025
125,471
117,191
242,662
At 30 November 2024
201,281
174,359
375,640
13
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
14
6,216,267
6,272,849
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 December 2024 & 30 November 2025
6,272,849
Impairment
At 1 December 2024
-
Impairment losses
56,582
At 30 November 2025
56,582
Carrying amount
At 30 November 2025
6,216,267
At 30 November 2024
6,272,849
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2025 are as follows:

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
14
Subsidiaries
(Continued)
- 22 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Censuswide Limited
Note 1
Ordinary
100.00
Sound Creative Limited
Note 1
Ordinary
100.00
Sainted Image Limited
Note 1
Ordinary
100.00
ThroughTheI 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

Registered office addresses:

1
12-14 Berry Street, London EC1V 0AU
2
Executive Heights Office 1402, 14th Floor, Barsha Heights, 211802, Dubai, United Arab Emirates
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,584,048
2,246,904
Amounts owed by group undertakings
2,655,605
2,711,221
Other debtors
146,722
143,291
Prepayments and accrued income
296,956
242,641
4,683,331
5,344,057
Deferred tax asset (note 17)
7,148
6,883
4,690,479
5,350,940
2025
2024
Amounts falling due after more than one year:
£
£
Other debtors
220,000
20,000
Total debtors
4,910,479
5,370,940
THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 23 -
16
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
367,815
203,643
Amounts owed to group undertakings
10,084,480
10,424,077
Corporation tax
9,687
107,791
Other taxation and social security
135,338
644,043
Other creditors
202,761
35,022
Accruals and deferred income
663,286
772,243
11,463,367
12,186,819
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Accelerated capital allowances
36,739
64,422
-
-
Retirement benefit obligations
-
-
7,148
6,883
36,739
64,422
7,148
6,883
2025
Movements in the year:
£
Liability at 1 December 2024
57,539
Credit to profit or loss
(27,948)
Liability at 30 November 2025
29,591

The deferred tax asset set out above is expected to reverse within 12 months and relates to the retirement benefit obligations. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
98,258
135,237

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 £62,914 (2024: £51,082).

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 24 -
19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
7,334
7,334
73
73
20
Capital redemption reserve

The capital redemption reserve represents the nominal value of the share capital that the company repurchased.

21
Profit and loss reserves

The reserve is the accumulated retained profit.

22
Contingent liabilities

Glas Trust Corporation Limited has a fixed and floating charge over all the property or undertakings of the company. The charge contains a negative pledge. Mr H Kosky acts as Security Trustee.

There is an unlimited multilateral guarantee with HSBC, with a fixed and floating charge over all assets and undertakings both present and future.

23
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
265,848
262,455
Years 2-5
397,383
663,231
663,231
925,686
24
Events after the reporting date

On 31 December 2025, the company sold its shareholding in Radio News Hub Limited to a third party.

On 31 January 2026, the company closed its 'Hollr' division to focus on its core activities.

In March 2026, the company ceased its trade and operations in Dubai.

After the reporting date, amounts due from subsidiaries of £2,002,780 was written off by the company.

THE AFO NETWORK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 25 -
25
Related party transactions
Transactions with related parties

Dividends amounting to £nil (2024: £7,991,382) were declared to the shareholder of the company during the year. The company had sufficient reserves at the time of declaring the dividends.

Dividends amounting to £nil (2024: £4,850,816) were received in the year from a subsidiary undertaking.

During the year the company entered into the following transactions with related parties:

Sales
Sales
2025
2024
£
£
Entities with control, joint control or significant influence over the company
178,475
-
0
Fellow subsidiary undertakings
5,655
37,976
Payroll costs
2025
2024
£
£
Other related parties
37,199
88,888

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Fellow subsidiary undertakings
152,289
163,208
Other information

Other related parties include close family members of key management personnel.

The company has taken advantage of the exemption available in accordance with FRS 102 para 33.1A not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group.

26
Ultimate controlling party

T he company is a 100% subsidiary of AFO Bidco Limited, a company incorporated in England and Wales and whose registered office is 12-14 Berry Street, London, EC1V 0AU.

The smallest and largest group in which this company is consolidated is AFO Topco Limited. The consolidated financial statements of AFO Topco Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

There is no ultimate controlling party in AFO Topco Limited.

2025-11-30 2024-12-01 false false false CCH Software CCH Accounts Production 2026.100 Mr H B Kosky Mr P L Mitchell Mr S Lyons Ms M L Lazenby Ms D L Leith Ms N Marks Mr J Webb 04308785 2024-12-01 2025-11-30 04308785 bus:Director5 2024-12-01 2025-11-30 04308785 bus:Director6 2024-12-01 2025-11-30 04308785 bus:Director7 2024-12-01 2025-11-30 04308785 bus:Director1 2024-12-01 2025-11-30 04308785 bus:Director2 2024-12-01 2025-11-30 04308785 bus:Director3 2024-12-01 2025-11-30 04308785 bus:Director4 2024-12-01 2025-11-30 04308785 bus:RegisteredOffice 2024-12-01 2025-11-30 04308785 2025-11-30 04308785 core:ContinuingOperations 2024-12-01 2025-11-30 04308785 core:DiscontinuedOperations 2024-12-01 2025-11-30 04308785 core:ContinuingOperations 2023-12-01 2024-11-30 04308785 core:DiscontinuedOperations 2023-12-01 2024-11-30 04308785 2023-12-01 2024-11-30 04308785 1 2024-12-01 2025-11-30 04308785 1 2023-12-01 2024-11-30 04308785 core:RetainedEarningsAccumulatedLosses 2023-12-01 2024-11-30 04308785 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