Company registration number 14513798 (England and Wales)
AFO MIDCO 1 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
PAGES FOR FILING WITH REGISTRAR
AFO MIDCO 1 LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
AFO MIDCO 1 LIMITED
BALANCE SHEET
AS AT 30 NOVEMBER 2025
30 November 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
3
1
1
Current assets
Debtors
4
44,637,846
44,645,680
Creditors: amounts falling due within one year
5
(33,140,595)
(33,138,605)
Net current assets
11,497,251
11,507,075
Total assets less current liabilities
11,497,252
11,507,076
Creditors: amounts falling due after more than one year
6
(12,916,667)
(11,916,667)
Net liabilities
(1,419,415)
(409,591)
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(1,419,416)
(409,592)
Total equity
(1,419,415)
(409,591)

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

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

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 14513798 (England and Wales)
AFO MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -
1
Accounting policies
Company information

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

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

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.

AFO Midco 1 Limited is a wholly owned subsidiary of AFO Topco Limited. The results of AFO Midco 1 Limited are included in the consolidated financial statements of AFO Topco Limited which are available from 12-14 Berry Street, London, EC1V 0AU.

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 the company's parent undertaking, AFO Topco Limited and its investors.

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.

1.3
Fixed asset investments

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

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

1.4
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.

AFO MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.5
Financial instruments

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

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

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future 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.

1.6
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.

1.7
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.

AFO MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 4 -
2
Employees

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

2025
2024
Number
Number
Total
4
4
3
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
1
1
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
44,408,679
44,416,513
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset
229,167
229,167
Total debtors
44,637,846
44,645,680
5
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
33,131,355
33,131,355
Other creditors
9,240
7,250
33,140,595
33,138,605
6
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
12,916,667
11,916,667
AFO MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 5 -
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
1 Ordinary share of £1 each
1
1
1
1
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified.

Senior Statutory Auditor:
Paresh Radia FCA
Statutory Auditor:
RDP Newmans LLP
Date of audit report:
8 June 2026
9
Security

Mr H Kosky acts as Security Trustee for the company.

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

10
Related party transactions
Transactions with related parties

Dividends amounting to £nil (2024: £35,713) in aggregate were declared to the shareholder of the company during the year.

Dividends amounting to £nil (2024: £1,326,754) w ere received in the year from a subsidiary undertaking.

2025
2024
Amounts due to related parties
£
£
Other related parties
12,916,667
11,916,667
Other information

Other related parties relate to transactions with former shareholders and directors.

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.

11
Parent company

The immediate parent company is AFO Topco Limited, a company registered at 12-14 Berry Street, London, EC1V 0AU. The parent of the smallest and largest group for which consolidated accounts are prepared, of which the company is a member, is AFO Topco Limited, a company registered in England and Wales whose registered office is 12-14 Berry Street, London, EC1V 0AU.

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