Company registration number 14513993 (England and Wales)
AFO BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
PAGES FOR FILING WITH REGISTRAR
AFO BIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
AFO BIDCO LIMITED
BALANCE SHEET
AS AT 30 NOVEMBER 2025
30 November 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
62,433
-
0
Investments
5
57,398,483
57,398,483
57,460,916
57,398,483
Current assets
Debtors
6
4,289,357
4,597,442
Cash at bank and in hand
4,583
43,947
4,293,940
4,641,389
Creditors: amounts falling due within one year
7
(52,575,789)
(47,728,517)
Net current liabilities
(48,281,849)
(43,087,128)
Total assets less current liabilities
9,179,067
14,311,355
Creditors: amounts falling due after more than one year
8
(17,534,889)
(17,442,746)
Net liabilities
(8,355,822)
(3,131,391)
Capital and reserves
Called up share capital
9
1
1
Profit and loss reserves
(8,355,823)
(3,131,392)
Total equity
(8,355,822)
(3,131,391)

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 14513993 (England and Wales)
AFO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -
1
Accounting policies
Company information

AFO Bidco 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 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.

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 Bidco Limited is a wholly owned subsidiary of AFO Midco 2 Limited and the ultimate parent is AFO Topco Limited. The results of AFO Bidco 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 ultimate 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
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:

Other intangibles
Over 5 years
AFO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.4
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.

1.5
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.

1.6
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.

1.7
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.

AFO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Borrowing costs of raising debt finance are capitalised and amortised over the term of the loan.

 

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.

1.8
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.

1.9
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.

1.10
Retirement benefits

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

1.11

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.

AFO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 5 -
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.

3
Employees

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

2025
2024
Number
Number
Total
8
6
4
Intangible fixed assets
Other intangibles
£
Cost
At 1 December 2024
-
0
Additions
66,800
At 30 November 2025
66,800
Amortisation and impairment
At 1 December 2024
-
0
Amortisation charged for the year
4,367
At 30 November 2025
4,367
Carrying amount
At 30 November 2025
62,433
At 30 November 2024
-
0
AFO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 6 -
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
57,398,483
57,398,483
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,235,648
4,593,293
Other debtors
53,709
4,149
4,289,357
4,597,442
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
41,595
4,800
Amounts owed to group undertakings
52,317,880
47,706,966
Other creditors
216,314
16,751
52,575,789
47,728,517
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
17,534,889
17,442,746

The aggregate amount of creditors secured via a fixed and floating charge over the assets by Glas Trust Corporation amounts to £17,534,889, 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.

9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
AFO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 7 -
10
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
11
Security

Glas Trust Corporation Limited has a fixed and floating charge over all the property and 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.

12
Related party transactions
Transactions with related parties

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

Exceptional costs
2025
2024
£
£
Other related parties
25,000
-

Dividends amounting to £nil (2024: £1,334,005) in aggregate were declared to the shareholder of the company during the year.

 

Dividends amounting to £nil (2024: £7,991,382) were received in the year from a subsidiary undertaking.

 

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.

13
Parent company

The immediate parent company is AFO Midco 2 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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