Alan Agency Limited

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

1. General Information

Alan Agency Limited is a private company, limited by shares, incorporated in England & Wales, registered number 13377093 . The registered office is 68 Hanbury Street, Unit 307, London, E1 5JL. The company is a wholly-owned subsidiary of Agency Accelerators Limited, a company incorporated in England & Wales.

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.

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. The company has net liabilities of £878,941 as at 31 December 2025 and is reliant upon the continued financial support of its parent company, Agency Accelerators Limited, and their shareholders to meet its liabilities as they fall due.

The company has an intercompany loan outstanding to Agency Accelerators Limited of £720,467 as at 31 December 2025, the repayment of which is dependent upon the continued support of the parent company. In addition, the company acts as guarantor in respect of a third-party lending facility entered into by Agency Accelerators Limited, which was originally repayable by 31 December 2025 and has since been extended to 30 September 2028.

The directors have received confirmation from Agency Accelerators Limited that it will continue to provide financial support to the company for a period of not less than 12 months from the date of approval of these financial statements. This confirmation encompasses the continued deferral of the intercompany loan and the company's obligations as guarantor of the Agency Accelerators Limited lending facility. The directors have also considered the current and projected trading performance of the company and are satisfied that, with this support in place, 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. Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates, value added taxes and other sales taxes.

The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be reliably measured; and
the costs incurred and the costs to complete the contract can be measured reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

over three years

2.5. Leasing and Hire Purchase Contracts

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account as incurred.

Page 3

Page 4

Alan Agency Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. Foreign Currencies

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Income and Retained Earnings except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses are presented in the Profit and Loss Account within 'Interest payable and similar expenses'.

3. Average Number of Employees

Average number of employees, including directors, during the period was 17 (2024: 19)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2025	29,374
Additions	3,244

As at 31 December 2025	32,618

Depreciation
As at 1 January 2025	22,144
Provided during the period	5,325

As at 31 December 2025	27,469

Net Book Value
As at 31 December 2025	5,149

As at 1 January 2025	7,230

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	101,349	156,213
Prepayments and accrued income	38,123	59,492
Other debtors	-	2,646
VAT	19,679	-
Amounts owed by group undertakings	4,583	20,049

	163,734	238,400

Page 4

Page 5

Alan Agency Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	73,285	87,258
Other taxes and social security	50,903	50,166
VAT	-	74,042
Other creditors	22,973	4,927
Accruals and deferred income	359,002	308,544
Amounts owed to parent undertaking	720,467	580,740

	1,226,630	1,105,677

Amounts owed to the parent undertaking are secured by a fixed and floating charge dated 31 January 2023 granted by the company in favour of Agency Accelerators Limited, covering the whole of the company's assets and undertaking, and including a negative pledge.

7. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	100	100

8. Contingent Liabilities

The Company has guaranteed the obligations of its parent company, Agency Accelerators Limited, under an Investor Loan Agreement dated 13 December 2023, jointly and severally with Sectorlight Marketing Limited. The Company's maximum exposure under the guarantee at the balance sheet date was £3,210,000, being the facility limit, of which £2,650,000 was drawn.

The guarantee is secured by a fixed and floating charge dated 13 December 2023 (the "Composite Debenture") over the whole of the Company's assets 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 Composite Debenture also charges the assets of Agency Accelerators Limited and Sectorlight Marketing Limited.

Details of the parties to the guarantee who are related parties of the Company are set out in Note 11 (Related Party Transactions).

9. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as follows:

	2025	2024
	£	£
Not later than one year	92,820	6,800
Later than one year and not later than five years	39,950	-

	132,770	6,800

10. Post Balance Sheet Events

Subsequent to the balance sheet date, the Investor Loan Agreement between Agency Accelerators Limited and its lenders, which the Company guarantees, was further extended, with the Termination Date moved to 30 September 2028.

Page 5

Page 6

Alan Agency Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

11. Related Party Transactions

The company has taken advantage of the exemption available in Paragraph 1AC.35 of FRS 102 whereby it has not disclosed transactions with the ultimate parent company and other group undertakings.

At the balance sheet date:

Alan Agency Limited owed Agency Accelerators Limited £720,467 (2024: £580,740) in respect of an intercompany loan. This loan is interest-bearing and is secured by a fixed and floating charge over all of the assets and undertakings of the Company, granted on 31 January 2023. The loan is repayable on demand; and
Sectorlight Marketing Ltd, a fellow wholly-owned subsidiary of Agency Accelerators Limited, owed Alan Agency Limited £4,583 (2024: £20,049).

The Company has provided a guarantee in respect of the Investor Loan Agreement dated 13 December 2023 entered into by its parent company, Agency Accelerators Limited, with Aconite Holdings Limited, Orchard Communications Limited, Raymond Peck and Mark Aldridge. Raymond Peck and Mark Aldridge are directors and shareholders of Agency Accelerators Limited. The facility was originally repayable by 31 December 2025, was extended to 31 January 2027, and has subsequently been extended to 30 September 2028. The guarantee is given jointly and severally with Sectorlight Marketing Limited. The directors do not consider it probable that the guarantee will be called upon, but the Company's maximum exposure under the guarantee is £3,210,000. Particulars of the security granted in respect of this guarantee are set out in Note 8 (Contingent Liabilities).

12. Ultimate Controlling Party

The company's ultimate controlling party is Agency Accelerators Limited by virtue of its ownership of 100% of the issued share capital in the company.

Page 6

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		5,149		7,230

			5,149		7,230
CURRENT ASSETS
Debtors	5	163,734		238,400
Cash at bank and in hand		178,806		68,804

		342,540		307,204
Creditors: Amounts Falling Due Within One Year	6	(1,226,630 )		(1,105,677 )

NET CURRENT ASSETS (LIABILITIES)			(884,090 )		(798,473 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(878,941 )		(791,243 )

NET LIABILITIES			(878,941 )		(791,243 )

CAPITAL AND RESERVES
Called up share capital	7		100		100
Profit and Loss Account			(879,041 )		(791,343 )

SHAREHOLDERS' FUNDS			(878,941)		(791,243)