PROTECT MIDCO 1 LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Company registration number 13393015 (England and Wales)
PROTECT MIDCO 1 LTD
COMPANY INFORMATION
Directors
M Eastham
T Clancy
Company number
13393015
Registered office
14th Floor
CI Tower
St. Georges Square
New Malden
United Kingdom
KT3 4HG
PROTECT MIDCO 1 LTD
CONTENTS
Page
Strategic report
1
Directors' report
2
Profit and loss account
4
Balance sheet
5
Statement of changes in equity
6
Notes to the financial statements
7 - 18
PROTECT MIDCO 1 LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their strategic report for Protect Midco 1 Limited ("the Company") for the year ended 31 December 2025 and in preparing their report have complied with s414C of the Companies Act.

Principal activities

Protect Midco 1 Limited is an intermediate holding company of Protect Midco 2 Limited, part of the Avantia Group Limited group of companies (‘Group’). The Company receives and pays dividend income within the Group.

The principal trading subsidiary is Avantia Insurance Limited (“Avantia”), a UK-based retailer of home insurance, which operates under its brand Homeprotect. Homeprotect is an award winning online provider of home insurance that focuses on data and technology to put it in the unique position of being able to offer an unmatched footprint that digitally quotes for the UK home insurance market.

Results & Dividends

The profit after tax for the year amounted to £19.92m (2024: £8.65m).

 

At the balance sheet date the Company had net assets of £4.46m (2024: £4.46m).

 

Ordinary dividends were paid amounting to £19.92m (2024: £6.23m). The directors do not recommend payment of a further dividend. Preference share dividends amounting to £10.08m (2024 restated: £4.66m) were paid in the year (see note 11 for the movement in preference shares).

Principal risks and uncertainties

The Company is reliant on interest income from Protect Midco 2 Limited, a subsidiary and another Group company, controlled by the same ultimate controlling party. The credit risk associated with the interest income is managed through close monitoring of the cash flows of Avantia Insurance Limited, another Group company trading as Homeprotect in the home insurance market.

The principal risks facing the Company relate to the UK home insurance market. Price remains a principal consideration for customers, particularly given adverse macro-economic conditions such as interest rates and inflation, as well as climate change impacts on property and their values. The Company manages this risk using its technology and its ability to price competitively at a risk and retail level.

Key performance indicators

The Company is a holding company of the Group and the performance of the Company is monitored as part of the wider Group. At the company level, there is a need to monitor the net asset value of £4.46m (2024 restated: £4.46m) and investment in subsidiary of £104.1m (2024: £104.1m) of the Company. Key performance indicators for the Group as a whole, which includes the Company, are discussed in the consolidated accounts of Avantia Group Limited.

Future Developments

The Company is expected to continue to act as a holding company within the Group. There have been no significant events affecting the Company since the end of the financial year that require adjustment or disclosure in these financial statements.

Approved by the Board and signed on its behalf by:

T Clancy
Director
29 May 2026
PROTECT MIDCO 1 LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

 

Going Concern

 

The financial statements have been prepared on the going concern basis which the directors believe to be appropriate for the following reason. The company has received an undertaking from the parent company, Avantia Group Limited, that it is their present intention, for at least 12 months from the date of the approval of these financial statements, to provide the necessary support to ensure the company has received sufficient funding to cover such eventualities. This should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that they will not do so.

Further details regarding the adoption of the going concern basis can be found in note 1, significant accounting policies, on pages 7 to 10.

Results and dividends

Results and dividends are disclosed in the Strategic report.

Ordinary dividends were paid amounting to £19,916,895.93. The directors do not recommend payment of a further dividend.



Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Eastham
T Clancy
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial risk management objectives and policies

The Company’s activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The Directors believe, as the external debt is isolated to one company, then it is subject to lower risk and also it is not subject to changes in borrowing costs (cash flow risk). The group, having sufficient liquid funds available, are a function of the inherently strong business model of cash collection in this type of business (liquidity risk). The Company does not use derivative financial instruments for speculative purposes.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

Approved by the Board and signed on its behalf:
T Clancy
Director
29 May 2026
PROTECT MIDCO 1 LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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:

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.

PROTECT MIDCO 1 LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
2025
2024
Notes
£'000
£'000
Turnover
-
-
Administrative expenses
-
0
(7)
Operating loss
-
(7)
Interest receivable and similar income
4
29,888
19,005
Interest payable and similar expenses
3
(9,972)
(10,349)
Profit before taxation
19,916
8,649
Tax on profit
6
-
0
-
0
Profit for the financial year
19,916
8,649

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There are no recognised gains of losses other than the profit for the current year. Accordingly, a statement of comprehensive income has not been prepared.

The notes on pages 7 to 18 form part of these financial statements.

PROTECT MIDCO 1 LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 5 -
2025
2024
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
7
104,137
104,137
Current assets
Debtors falling due after more than one year
9
6,691
6,804
Creditors: amounts falling due within one year
10
(98)
(98)
Net current assets
6,593
6,706
Total assets less current liabilities
110,730
110,843
Creditors: amounts falling due after more than one year
11
(106,270)
(106,382)
Net assets
4,460
4,461
Capital and reserves
Called up share capital
13
24
24
Share premium account
2,409
2,409
Profit and loss reserves
14
2,027
2,028
Total equity
4,460
4,461

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 29 May 2026 and are signed on its behalf by:
T Clancy
Director
Company registration number 13393015 (England and Wales)
PROTECT MIDCO 1 LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
24
2,409
(393)
2,040
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
8,649
8,649
Dividends
-
-
(6,228)
(6,228)
Capital reduction of preference shares
-
-
80,000
80,000
Balance at 31 December 2024 as reported
24
2,409
82,028
84,461
Prior period adjustment
17
-
-
(80,000)
(80,000)
Balance at 31 December 2024
24
2,409
2,028
4,461
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
19,916
19,916
Dividends
-
-
(19,917)
(19,917)
Balance at 31 December 2025
24
2,409
2,027
4,460
PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
1
Accounting policies
Company information

Protect Midco 1 Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 14th Floor, CI Tower, St. Georges Square, New Malden, United Kingdom, KT3 4HG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 - (FRS102) issued by the Financial Reporting Council. The principal accounting policies adopted are set out below.

Protect Midco 1 Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. The Company has taken advantage of the following FRS102 disclosure exemptions:

 

The Company has taken advantage of the exemption from preparing consolidated financial statements afforded by section 400 of the Companies Act 2006 as it is a wholly owned indirect subsidiary of Avantia Group Limited and its results are included in the consolidated financial statements of that company. These financial statements therefore present information about the Company as an individual entity alone.

1.2
Going concern

The financial statements have been prepared on the going concern basis, notwithstanding a profit for the year of £19.92m (2024: £8.65m) and net assets of £4.46m (2024 restated: £4.46m), which the directors believe to be appropriate for the following reason. The company has received an undertaking from the parent company, Avantia Group Limited, that it is their present intention, for at least 12 months from the date of the approval of these financial statements, to provide the necessary support to ensure the company has received sufficient funding to cover such eventualities. This should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainly that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

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.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 8 -
1.4
Impairment of fixed assets

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk- free rate and the risks inherent in the asset.

 

If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation.

 

Thereafter any excess is recognised in profit or loss.

 

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

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.

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 those investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 9 -
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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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
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.

1.8

Loan notes

The issue of loan notes are recorded at their net proceeds for initial recognition. Finance charges are added to the carrying amount of the instruments, for subsequent recognition, to the extent that they are not settled in the period in which they arise.

1.9

Preference shares

The issue of preference shares are recorded at their transaction price for initial recognition and recorded as debt within the financial statements. Finance charges are accounted for using the effective interest rate method and charged to the profit and loss each year.

2
Judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements (other than involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 11 -
Key sources of estimation uncertainty

FRS102 requires management to undertake an annual test for impairment for assets with finite lives, to test for impairment of events change or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment review assesses whether the carrying value of the investment in its subsidiary of £104.1m can be supported by the fair value less costs or net present value of estimated future cash flows derived from the assets, using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions have been made in respect of highly uncertain matters including management’s expectations of growth and discount rates. Changing the assumptions selected by management could significantly affect the company’s impairment evaluation and hence results.

 

As a result of this assessment, the Company has determined that no impairment to the value of its investments is required at the Balance Sheet date. Long term growth rate would need to decline by 4% to give rise to an impairment, whilst the discount rate needs to rise from 9.4% to 29% to give rise to an impairment.

 

3
Finance charges
2025
2024
£'000
£'000
Dividends on redeemable preference shares not classified as equity
9,972
9,774
Listed loan notes
-
0
527
Unlisted loan notes
-
0
48
9,972
10,349
4
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest receivable from group companies
-
0
428
Income from fixed asset investments
Income from shares in group undertakings
10,133
9,931
Income from other fixed asset investments
19,755
8,646
Total income
29,888
19,005
5
Directors' remuneration

The directors are employed and remunerated by another company with the Group, with no part of their remuneration allocated to the Company. As such, no staff are employed by the entity and no disclosure of their remuneration has been made.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
6
Taxation

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

2025
2024
£'000
£'000
Profit before taxation
19,916
8,649
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
4,979
2,162
Group relief
(4,979)
(2,162)
Taxation charge for the year
-
-
7
Fixed asset investments
2025
2024
Notes
£'000
£'000
Investments in subsidiaries
8
104,137
104,137
8
Subsidiaries

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

Name of undertaking
Nature of business
Class of
% Held
shares held
Protect Midco 2 Limited
Holding Co
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
14th Floor, CI Tower, St. Geroges Square, New Malden, England, KT3 4HG
PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
9
Debtors
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Amounts owed by group undertakings
6,691
6,804

Amounts owed by Group undertakings are unsecured, repayable on demand and include interest charged at 10%.

10
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
98
92
Accruals and deferred income
-
0
6
98
98

Amounts owed to group undertakings are interest free and repayable on demand.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
11
Creditors: amounts falling due after more than one year
2025
2024
as restated
Notes
£'000
£'000
Preference shares
12
99,685
99,685
Preference dividends payable
6,585
6,697
106,270
106,382
Prefrerence shares are a legal form of share capital, though classified as debt. The table below provides a legal analysis of legal distributable reserves from the preference shares.
Legal analysis of preference shares and dividends payable
Pref share capital
Pref share premium
Pref share distributable reserve
Pref shares accrued dividend
Total
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2024
997
98,688
-
1,584
101,269
Pref share accrued dividend
-
-
-
9,773
9,773
Capital reduction of share premium
-
(80,000)
80,000
-
-
Repayment of accrued dividend
-
-
-
(4,660)
(4,660)
Year ended 31 December 2024:
997
18,688
80,000
6,697
106,382
Year ended 31 December 2025:
Pref share accrued dividend
-
-
-
9,972
9,972
Repayment of accrued dividend
-
-
-
(10,084)
(10,084)
Balance at 31 December 2025
997
18,688
80,000
6,585
106,270

The preference shares attract an interest rate of 10%, do not have any voting rights and are repayable, unless agreed otherwise, at the earlier of a sale or listing of the Company’s shares. These shares are held by the immediate parent Company.

 

During the year accrued dividends of £10.08m were paid on the accrued coupon of preference shares classified as debt.

 

No preference shares were issued during 2025. On 3 November 2023 the Company issued 99,685,074 unsecured, redeemable preference shares with a par value of £0.01 per share for £1. The preference shares attract an interest rate of 10%, do not have any voting rights and are repayable, unless agreed otherwise, at the earlier of a sale or listing of the Company’s shares. These shares are held by the immediate parent company.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
12
Loans and overdrafts
2025
2024
as restated
£'000
£'000
Preference shares
99,685
99,685
Payable after one year
99,685
99,685

The preference shares attract an interest rate of 10%, do not have voting rights and are repayable, unless agreed otherwise, at the earlier of a sale or listing of the Company's shares. These shares are held by the immediate parent company.

13
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of 1p each
2,432,999
2,432,999
24
24
2025
2024
2025
2024
Preference share capital
Number
Number
£'000
£'000
Issued and fully paid
Preference of 1p each
99,685,075
99,685,075
99,685
99,685
Preference shares classified as liabilities
99,685
99,685

The rights of the shares are as follows:

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
14
Profit and loss reserves
The Company reports a net asset of only £4.46m because the preference shares, although a legal equity instrument, must be classified as debt for accounting purposes. The company had £82.03m of legal distributable reserves at the beginning of the year, satisfying the legal requirement for a dividend to be paid. The table below provides a breakdown of the movement in legal reserves.
Legal analysis of distributable reserves
Profit and loss account
Preference shares distributable reserve
Total distributable reserves
£'000
£'000
£'000
At 1 January 2024
(393)
-
(393)
Profit for the year
8,649
-
8,649
Capital reduction of share premium
-
80,000
80,000
Dividend paid
(6,228)
-
(6,228)
At 31 December 2024
2,028
80,000
82,028
Profit for the year
19,916
-
19,916
Dividend paid
(19,917)
-
(19,917)
At 31 December 2025
2,027
80,000
82,027
15
Related party transactions

The company has taken advantage of the exemption in FRS 102 Section 33.1(A), which exempts the disclosure of transactions between group companies in the financial statements of companies that are wholly-owned within the group. Transactions with group companies relate to payments or receipts for treasury transfers between fellow group companies.

16
Ultimate controlling party

The company, Limited by shares, is a subsidiary of Avantia Group Limited, a company incorporated in the United Kingdom. Avantia Group Limited is owned by ECI 11 Nominees Ltd and management backed by ECI Partners LLP through three private equity funds, ECI11 LP, ECI11D LP and ECI Co-Investment Partnership LP, which it manages and is therefore the controlling party.

The smallest and largest Group into which the results of the Company are consolidated is Avantia Group Limited (Registered office: CI Tower, New Malden, UK). The group consolidated financial statements can be obtained from Companies House.

PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
17
Prior period adjustment

The financial statements for the year ended 31 December 2025 have been restated to correct an error identified for the 2024 £80m preference share capital reduction. The £80m preference share capital reduction was accounted for as a reclassification of, or reduction in the financial liability and a conversion to equity.

 

The liability should have remained unchanged in relation to the capital reduction. The capital reduction was just a legal process of generating legal distributable reserves from which dividends or reductions could be made. Therefore, for the year ended 31 December 2024, long term debt was understated by £80m and retained reserves overstated by £80m.

 

Analysis of the restatement in profit and loss reserves is illustrated in note 14.

 

As a result of this error:

31 December
2024
£'000
Impact on component of Statement of changes in equity
Profit and loss reserves
As previously stated, 31 Dec 2024
82,028
Adjustment - correction of Pref share capital reduction
(80,000)
As restated at 31 Dec 2024
2,028
Total impact on equity
(80,000)
Impact on components of the Statement of finanical position
Profit and loss reserves
2,028
Total impact on equity
2,028
Impact on Liabilities - Preference shares
A reported prior year:
Due after more than one year - Note 11
(19,685)
Adjustement -correction of Pref share capital reduction
(80,000)
As restated: due after more than one year- Note 11
(99,685)
Total impact on preference share liability
(99,685)
PROTECT MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
18
Events after the reporting date

There were no events after the reporting period that require adjustment or disclosure.

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