AGENCY ACCELERATORS LIMITED

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

AGENCY ACCELERATORS LIMITED is a private company, limited by shares, incorporated in England & Wales, registered number 07833263 . The registered office is Floor 1, 64-65 Cowcross Street, London, EC1M 6EG.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The Company is the parent undertaking of Alan Agency Limited and Sectorlight Marketing Limited, both wholly-owned subsidiary undertakings incorporated in England and Wales. The Company also has an indirect subsidiary undertaking, SL MENA FZ-LLC, incorporated in the United Arab Emirates, which is a subsidiary of Sectorlight Marketing Limited. In accordance with section 399 of the Companies Act 2006, the Company is not required to prepare consolidated financial statements, as the group headed by the Company qualifies as a small group and is not an ineligible group under section 384 of the Companies Act 2006. Accordingly, these financial statements present information about the Company as an individual undertaking and not about its group.

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. The company has net liabilities of £2,876,390 as at 31 December 2025 and is reliant upon the continued support of its shareholders, including the extended secured loan facility referred to below, to meet its liabilities as they fall due.

The company has an external secured loan of £2,650,000 outstanding as at 31 December 2025. This facility was originally repayable by 31 December 2025 and has since been extended to 30 September 2028. The company has also issued letters of financial support to its subsidiary undertakings, Alan Agency Limited and Sectorlight Marketing Limited, both of which are in a net liability position and are reliant upon the company's continued support to meet their own obligations as they fall due.

The directors have considered the company's ability to meet its obligations, having regard to the current and projected trading performance of the company and its subsidiary undertakings, the renewed secured loan facility to 30 September 2028, and the continued support of the company's shareholders. The directors are satisfied that the company will be able to meet its obligations as they fall due for the foreseeable future.

Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis. However, these conditions indicate the existence of a material uncertainty which may cast significant doubt on the company's ability to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business.

2.3. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.4. Tangible Fixed Assets and Depreciation

The company has no tangible fixed assets subject to depreciation in the current or prior year.

Investments in subsidiary undertakings are measured at cost less any accumulated impairment losses. The carrying value is reviewed at each balance sheet date and reduced to the extent that it is no longer recoverable.

3. Average Number of Employees

Average number of employees, including directors, during the year was 3 (2024: 3)

Page 3

Page 4

AGENCY ACCELERATORS LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Intangible Assets

	Other
	£
Cost
As at 1 January 2025	9,441

As at 31 December 2025	9,441

Amortisation
As at 1 January 2025	9,441

As at 31 December 2025	9,441

Net Book Value
As at 31 December 2025	-

As at 1 January 2025	-

5. Tangible Assets

	Investments in subsidiary companies
	£
Cost
As at 1 January 2025	200

As at 31 December 2025	200

Net Book Value
As at 31 December 2025	200

As at 1 January 2025	200

The following companies are wholly-owned subsidiary undertakings of Agency Accelerators Limited, all of which are incorporated in England and Wales except where stated:

Alan Agency Limited

Registered number: 13377093

Registered address: 68 Hanbury Street, Unit 307, London, E1 5JL

Nature of business: Marketing agency

Ownership: 100% of the ordinary share capital

Sectorlight Marketing Limited

Registered number: 13435326

Registered address: Floor 1, 64-65 Cowcross Street, London, EC1M 6EG

Nature of business: Marketing agency

Ownership: 100% of the ordinary share capital

SL MENA FZ-LLC is a subsidiary of Sectorlight Marketing Limited rather than a direct subsidiary of Agency Accelerators Limited. It is incorporated in the United Arab Emirates.

SL MENA FZ-LLC

Registered number: n/a

Registered address: 316, Building 4, Dubai Media City, Dubai, UAE

Nature of business: Marketing agency

Ownership: 100% of the issued share capital, held indirectly through Sectorlight Marketing Limited

Page 4

Page 5

AGENCY ACCELERATORS LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

6. Debtors

	2025	2024
	£	£
Due within one year
VAT	2	-
Amounts owed by subsidiaries	545,883	219,654

	545,885	219,654

The amounts owed by subsidiaries represent intercompany loans advanced to Alan Agency Limited and Sectorlight Marketing Limited, which at 31 December 2025 had gross balances of £720,467 and £2,630,464 respectively, totalling £3,350,931. A provision of £2,805,048 was established in the year ended 31 December 2023 to reflect uncertainty over the recoverability of these amounts, having regard to the net liability positions of those subsidiaries. The provision has been reviewed at 31 December 2025 and the directors consider it remains appropriate. The provision will be released as and when the directors consider recovery to be probable.

The company holds the benefit of fixed and floating charges dated 31 January 2023 over the assets and undertaking of its subsidiary undertakings, Alan Agency Limited and Sectorlight Marketing Limited, securing amounts owed by those subsidiary undertakings to Agency Accelerators Limited.

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	-	5,624
VAT	-	958
Accruals and deferred income	775,272	545,962

	775,272	552,544

8. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Secured Loan	2,650,000	2,560,000

The loan is secured by a fixed and floating charge dated 13 December 2023 (the "Composite Debenture") over the whole of the Company's property and undertaking, granted in favour of Aconite Holdings Limited as Security Agent, holding the security on trust for the lenders under the Investor Loan Agreement. The loan is also guaranteed by Alan Agency Limited and Sectorlight Marketing Limited, up to a maximum of £3,210,000 (2025: £2,650,000 drawn), whose obligations under those guarantees are secured by the same Composite Debenture over their respective assets.

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	111	111

10. Post Balance Sheet Events

Subsequent to the balance sheet date, the Investor Loan Agreement dated 13 December 2023 was further extended, with the Termination Date moved to 30 September 2028.

On 14th January 2026, William Brookes transferred 88 B Ordinary shares in the Company to Mark Aldridge.

Page 5

Page 6

AGENCY ACCELERATORS LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

11. Related Party Transactions

Agency Accelerators Limited acts as the parent company of Alan Agency Limited and Sectorlight Marketing Limited. The following transactions and balances existed between the company and its subsidiary undertakings during the year:

At the balance sheet date, the following amounts were owed by subsidiary undertakings to the company in respect of intercompany loans:

Alan Agency Limited: £720,467 (2024: £580,740)

Sectorlight Marketing Limited: £2,630,464 (2024: £2,443,962)

Both intercompany loans are interest-bearing. During the year ended 31 December 2025, interest of £229,682 (2024: £210,833) was charged to subsidiary undertakings in respect of these loans.

Both loans are secured by fixed and floating charges over the assets of the respective subsidiary undertakings, granted on 31 January 2023.

A provision has been made against the recoverability of these balances — refer to Note 6 for further details.

The company has issued letters of financial support to Alan Agency Limited and Sectorlight Marketing Limited confirming that it will provide financial support to each company for a period of not less than 12 months from the date of approval of their respective financial statements.

Transactions with directors.

A director has made various loans to the Company included within “Creditors: amounts falling due after more than one year”.

Ray Peck:

At the balance sheet date, £668,000 (2024: £650,000) was due to him.

During the year, no interest payments were made to the director (2024: £nil) and at the balance sheet date, there was £195,426 (2024: £135,681) owing to the director in accrued interest.

As disclosed in note 8, the above loans are secured by a floating charge over all Agency Accelerators Limited’s property or undertakings.

Mark Aldridge and Ray Peck were directors of the Company throughout the year and were paid fees of £nil each (2024: £nil each).

12. Ultimate Controlling Party

The company is controlled by Mark Aldridge, who held 550 of the 1,000 issued A ordinary shares (55%) throughout the year ended 31 December 2025 and at the date of approval of these financial statements. By virtue of this majority shareholding, Mark Aldridge is considered to be the ultimate controlling party.

There is no ultimate parent undertaking.

Page 6

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		200		200

			200		200
CURRENT ASSETS
Debtors	6	545,885		219,654
Cash at bank and in hand		2,797		15,168

		548,682		234,822
Creditors: Amounts Falling Due Within One Year	7	(775,272 )		(552,544 )

NET CURRENT ASSETS (LIABILITIES)			(226,590 )		(317,722 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(226,390 )		(317,522 )

Creditors: Amounts Falling Due After More Than One Year	8		(2,650,000 )		(2,560,000 )

NET LIABILITIES			(2,876,390 )		(2,877,522 )

CAPITAL AND RESERVES
Called up share capital	9		111		111
Share premium account			1,839		1,839
Capital redemption reserve			9		9
Profit and Loss Account			(2,878,349 )		(2,879,481 )

SHAREHOLDERS' FUNDS			(2,876,390)		(2,877,522)