Company registration number 15717072 (England and Wales)
CS1 MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
CS1 MIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
CS1 MIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
2
2
Current assets
Debtors
6
8,517,054
8,694,381
Creditors: amounts falling due within one year
7
(1,751,236)
(822,658)
Net current assets
6,765,818
7,871,723
Total assets less current liabilities
6,765,820
7,871,725
Creditors: amounts falling due after more than one year
8
(8,396,259)
(8,500,000)
Net liabilities
(1,630,439)
(628,275)
Capital and reserves
Called up share capital
10
-
0
-
0
Share premium account
2
2
Profit and loss reserves
(1,630,441)
(628,277)
Total equity
(1,630,439)
(628,275)

The notes on pages 2 to 7 form part of these financial statements.

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 24 July 2026 and are signed on its behalf by:
H Stevens
Director
Company registration number 15717072 (England and Wales)
CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

CS1 Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

1.1
Reporting period

The financial statements are prepared for the year ended 31 December 2025. The prior period financial statements were prepared for the 33 week period to 31 December 2024. As a result, the comparative amounts presented in the financial statements, including the related notes, are not entirely comparable.

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 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 C ompany. 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.

Related party exemption

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

This c ompany 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 C ompany has therefore taken advantage of e xemptions from the following disclosure requirements:

- 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 Co mpany has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements contain information about CS1 Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group.

CS1 Midco Limited is a wholly owned subsidiary of TopSwitch Limited and the results of CS1 Midco Limited are included in the consolidated financial statements of TopSwitch Limited which are available to the public and can be obtained from its registered office, 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

1.3
Going concern

After making enquiries, the directors have a reasonable expectation that the C ompany has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 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 C ompany. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Financial instruments

The C ompany 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 C ompany's balance sheet when the C ompany 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 #tErm6, 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.

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.

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.

CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.

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 payable at the discretion of the Company.

1.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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.

The directors do not believe there to be any key areas of judgement or key accounting estimates in the current or prior year.

3
Employees

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

Year to 31 December
Period to 31 December
2025
2024
Number
Number
Total
3
4
CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
2
2
5
Subsidiaries

Details of the Company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Bidswitch Limited
33 Glasshouse Street, London, United Kingdom, W1B 5DG
Holding company
Ordinary
100.00
-
Bob Bidco Limited
33 Glasshouse Street, London, United Kingdom, W1B 5DG
Holding company
Ordinary
100.00
-
Nebula Cloud Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Retail sale of cloud telecommunications
Ordinary
0
100.00
PBX Hosting Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Wireless telecommunications activities
Ordinary
0
100.00
Callswitch Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Other telecommunications activities
Ordinary
0
100.00
Suretec Systems Limited
1 Berry Street, Aberdeen, Aberdeenshire, Scotland, AB25 1HF
Wireless telecommunications activities
Ordinary
0
100.00
Ziron Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Other telecommunications activities
Ordinary
0
100.00
YayYay Group Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, Surrey, England, GU1 4UG
Holding company
Ordinary
0
100.00
YayYay Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, Surrey, England, GU1 4UG
Provision of software as a service
Ordinary
0
100.00
Namecamp Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, Surrey, England, GU1 4UG
Domain name registration and web hosting
Ordinary
0
100.00
Flexichannels Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
0
100.00
TelcoAPI Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
0
100.00
PulseHD Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, Surrey, England, GU1 4UG
Dormant
Ordinary
0
100.00
Ziron Inc
1925 Lovering Ave, Wilmington, Newcastle, USA, 19806
Non trading
Ordinary
0
100.00
YayYay USA Inc
850 New Burton Road Suite 201, Dover, Kent, USA, 19904
Dormant
Ordinary
0
100.00
CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
8,297,629
8,297,629
Other debtors
219,425
396,752
8,517,054
8,694,381
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
219,425
241,144
Amounts owed to group undertakings
1,531,811
581,514
1,751,236
822,658
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
8,396,259
8,500,000
9
Loans and overdrafts
2025
2024
£
£
Bank loans
8,396,259
8,500,000
Payable after one year
8,396,259
8,500,000

The loan of £8,500,000 from Shawbrook Bank Limited is secured by a fixed and floating charge over all the assets of the Company and its subsidiaries.

10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
6
6
-
0
-
0
11
Secured creditors

There is a secured fixed and floating charge over the assets of the C ompany in respect of a l oan drawn by the company.

CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
12
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 and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the Company's affairs as at 31 December 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.

Senior Statutory Auditor:
David Lawrence BSc (Hons) FCA
Statutory Auditor:
Azets Audit Services
Date of audit report:
12 August 2026
13
Parent Company

The immediate parent Company is Bob Midco Limited.

The Company's ultimate parent Company and controlling party is TopSwitch Limited, a company registered in England and Wales at registered address, 33 Glasshouse Street, London, United Kingdom, W1B 5DG. This is also the largest group in which the results of the Company are consolidated. Copies of the group financial statements of TopSwitch Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

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