Caseware UK (AP4) 2025.0.111 2025.0.111 2026-03-31The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.true22025-02-28truetruetruetrue0falsefalsefalse 16268258 2025-02-27 16268258 2025-02-28 2026-03-31 16268258 2024-04-01 2025-02-27 16268258 2026-03-31 16268258 1 2025-02-28 2026-03-31 16268258 c:Exceptional 2025-02-28 2026-03-31 16268258 d:Director1 2025-02-28 2026-03-31 16268258 d:Director1 2026-03-31 16268258 d:Director2 2025-02-28 2026-03-31 16268258 d:Director2 2026-03-31 16268258 d:RegisteredOffice 2025-02-28 2026-03-31 16268258 c:CurrentFinancialInstruments 2026-03-31 16268258 c:CurrentFinancialInstruments c:WithinOneYear 2026-03-31 16268258 c:ShareCapital 2025-02-28 2026-03-31 16268258 c:ShareCapital 2026-03-31 16268258 c:SharePremium 2025-02-28 2026-03-31 16268258 c:SharePremium 2026-03-31 16268258 c:RetainedEarningsAccumulatedLosses 2025-02-28 2026-03-31 16268258 c:RetainedEarningsAccumulatedLosses 2026-03-31 16268258 d:OrdinaryShareClass1 2025-02-28 2026-03-31 16268258 d:OrdinaryShareClass1 2026-03-31 16268258 d:FRS102 2025-02-28 2026-03-31 16268258 d:Audited 2025-02-28 2026-03-31 16268258 d:FullAccounts 2025-02-28 2026-03-31 16268258 d:PublicLimitedCompanyPLCNotQuotedOnAnyExchange 2025-02-28 2026-03-31 16268258 c:Subsidiary1 2025-02-28 2026-03-31 16268258 c:Subsidiary1 1 2025-02-28 2026-03-31 16268258 c:Subsidiary2 2025-02-28 2026-03-31 16268258 c:Subsidiary2 1 2025-02-28 2026-03-31 16268258 c:Subsidiary3 2025-02-28 2026-03-31 16268258 c:Subsidiary3 1 2025-02-28 2026-03-31 16268258 c:Subsidiary4 2025-02-28 2026-03-31 16268258 c:Subsidiary4 1 2025-02-28 2026-03-31 16268258 c:Subsidiary5 2025-02-28 2026-03-31 16268258 c:Subsidiary5 1 2025-02-28 2026-03-31 16268258 c:Subsidiary6 2025-02-28 2026-03-31 16268258 c:Subsidiary6 1 2025-02-28 2026-03-31 16268258 c:Subsidiary7 2025-02-28 2026-03-31 16268258 c:Subsidiary7 1 2025-02-28 2026-03-31 16268258 4 2025-02-28 2026-03-31 16268258 6 2025-02-28 2026-03-31 16268258 e:PoundSterling 2025-02-28 2026-03-31 xbrli:shares iso4217:GBP xbrli:pure



















Agility Midco Limited

Registered number: 16268258
Annual report and
 financial statements
For the period ended 31 March 2026

 
AGILITY MIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
A Y Lewis 
M R Watts 




Registered number
16268258



Registered office
30 Broadwick Street

London

W1F 8JB




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
AGILITY MIDCO LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 4
Independent Auditor's Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 20


 
AGILITY MIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2026

Introduction
 
The directors present their Strategic Report for the period ended 31 March 2026.

Business review
 
Agility Midco Limited (“the Company”) is a wholly owned subsidiary of Agility Topco Limited. 
The Company acts as a holding company. The activities of Agility Midco Limited and the subsidiary undertakings, as disclosed within note 8 of the financial statements, are consolidated in the financial statements of the parent company, Agility Topco Limited.

Principal risks and uncertainties
 
The Company is a non-trading holding company.
Being a holding company, the only risk facing the entity is the risk of impairment of the carrying value of investments in subsidiary entities and intercompany balances.

Financial key performance indicators
 
Being a non-trading company holding investments in subsidiaries and inter-group balances, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider Group, please see Agility Topco Limited for further details of the wider Group.

Directors' statement of compliance with duty to promote the success of the Company
 
S172(1) of the Companies Act sets out the duties of each director of a company to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below:
a) the likely consequences of any decision in the long term;
b) the interest of the Company's employees;
c) the need to foster the Company's business relationships with suppliers, customers and others;
d) the impact of the Company's operations on the community and the environment;
e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
f) the need to act fairly between members of the Company.
Given the non-trading nature of the Company, being a holding Company only, the directors of Hippo Digital Limited, an indirect subsidiary of Agility Midco Limited, consider that their responsibilities in respect of s172 are appropriately complied with and are disclosed fully within relevant group entities, please see Agility Topco Limited financial statements for details of these matters in respect of the trading entity or the wider group.


This report was approved by the board on 28 August 2026 and signed on its behalf.



M R Watts
Director

- 1 -

 
AGILITY MIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2026

The Directors present their report and the financial statements for the period ended 31 March 2026.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to 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.

Results and dividends

The loss for the period, after taxation, amounted to £30,500.

Directors

The Directors who served during the period were:

A Y Lewis (appointed 28 March 2025)
M R Watts (appointed 28 March 2025)

- 2 -

 
AGILITY MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026

Going concern

Agility Midco Limited is part of the Agility Topco Limited Group. Management’s assessment of going concern has been performed on a group basis, based on results and forecasts that are prepared on a consolidated basis.
These financial statements have been prepared on a going concern basis. The Directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The Directors have prepared forecasts that consider a period of more than 12 months from the signing of the financial statements which show that the Company will be able to continue to operate within its agreed facilities.
The Company has net current liabilities of £30,500 as at 31 March 2026. However, the Company has the continued support of its creditors to the extent the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Accordingly the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future and thus they adopt the going concern basis of accounting in preparing the financial statements.

Streamlined Energy and Carbon Reporting

The Company has taken the option to exclude any information relating to energy and carbon reporting as it is included in the consolidated accounts of the ultimate parent company, Agility Topco Limited.

Matters covered in the Strategic Report

Under s414C(11) certain information is not shown in the Directors' Report because it is shown in the Strategic Report instead. The Strategic Report includes a business review, principal risks and uncertainties and information on the Company's key performance indicators.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

- 3 -

 
AGILITY MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026

Auditor

Forvis Mazars were appointed as the company's auditor during its first year.The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. 

This report was approved by the board on 28 August 2026 and signed on its behalf.
 





M R Watts
Director

- 4 -

 
AGILITY MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY MIDCO LIMITED
 

Opinion

We have audited the financial statements of Agility Midco Limited (the ‘Company’) for the period ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

∙give a true and fair view of the state of the Company’s affairs as at 31 March 2026 and of its loss for the period 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
- 5 -

 
AGILITY MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY MIDCO LIMITED
 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.

- 6 -

 
AGILITY MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY MIDCO LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006. 
- 7 -

 
AGILITY MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY MIDCO LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.



Ashley Barraclough (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
5th Floor
3 Wellington Place
Leeds
LS1 4AP

28 August 2026
- 8 -

 
AGILITY MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2026

31 March
2026
Note
£

  

Exceptional administrative expenses
 4 
(30,500)

Operating loss
  
(30,500)

Loss before tax
  
(30,500)

Tax on (loss)/profit
 7 
-

Loss for the financial period
  
(30,500)

There were no recognised gains and losses for 2026 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2026.

The notes on pages 12 to 20 form part of these financial statements.

- 9 -

 
AGILITY MIDCO LIMITED
REGISTERED NUMBER: 16268258

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026

2026
Note
£

Fixed assets
  

Investments
 8 
85,814,876

  
85,814,876

Current assets
  

Debtors: amounts falling due within one year
 9 
23,311,287

  
23,311,287

Creditors: amounts falling due within one year
 10 
(23,341,787)

Net current liabilities
  
 
 
(30,500)

Total assets less current liabilities
  
85,784,376

  

Net assets
  
85,784,376


Capital and reserves
  

Called up share capital 
 11 
-

Share premium account
 12 
85,814,876

Profit and loss account
 12 
(30,500)

  
85,784,376


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.




M R Watts
Director

The notes on pages 12 to 20 form part of these financial statements.

- 10 -

 
AGILITY MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2026


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive expense for the period

Loss for the period
-
-
(30,500)
(30,500)
Total comprehensive expense for the period
-
-
(30,500)
(30,500)


Contributions by and distributions to owners

Shares issued during the period
-
85,814,876
-
85,814,876


Total transactions with owners
-
85,814,876
-
85,814,876


At 31 March 2026
-
85,814,876
(30,500)
85,784,376

The notes on pages 12 to 20 form part of these financial statements.

- 11 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

1.


General information

Agility Midco Limited (the "Company") is a private company, limited by shares, and registered in England and Wales, registered number 16268258. The registered office is 30 Broadwick Street, London, United Kingdom, W1F 8JB.
These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Agility Topco Limited as at 31 March 2026 and these financial statements may be obtained from 30 Broadwick Street, London, United Kingdom, W1F 8JB.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

- 12 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.4

Going concern

Agility Midco Limited is part of the Agility Topco Limited Group. Management’s assessment of going concern has been performed on a group basis, based on results and forecasts that are prepared on a consolidated basis.
These financial statements have been prepared on a going concern basis. The Directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The Directors have prepared forecasts that consider a period of more than 12 months from the signing of the financial statements which show that the Company will be able to continue to operate within its agreed facilities.
The Company has net current liabilities of £30,500 as at 31 March 2026. However, the Company has the continued support of its creditors to the extent the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Accordingly the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future and thus they adopt the going concern basis of accounting in preparing the financial statements.

 
2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

- 13 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.9

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
- 14 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)


2.9
Financial instruments (continued)


Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

- 15 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and the amounts reported for reserves and expenses during the year. However, the nature of the estimation means that the actual outcomes could differ from the estimates. 
 
Critical judgments in applying the accounting policies

Assessing indications of impairment

In assessing whether there have been any indications of impairment of assets, the directors have considered both external and internal sources of information.
No indicators of impairment have been noted in preparing these financial statements. 
 
Key sources of estimation uncertainty

The directors do not believe there are any key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.


4.


Exceptional items

31 March
2026
£


Professional fees
30,500


5.


Auditor's remuneration

Fees payable to the Company's auditor have been borne by another group company.





6.


Employees




The average monthly number of employees, including the Directors, during the period was as follows:


       31 March
        2026
            No.






Directors
2

- 16 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

7.


Taxation


31 March
2026
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on loss
-

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of25%. The differences are explained below:

31 March
2026
£


Loss on ordinary activities before tax
(30,500)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(7,625)

Effects of:


Group relief surrendered/(claimed)
7,625

Total tax charge for the period
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

- 17 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost and net book value


Additions
85,814,876



At 31 March 2026
85,814,876





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Agility Bidco Limited
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%
Project Cake Topco Limited*
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%
Project Cake Midco Limited*
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%
Project Cake Bidco Limited*
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%
Hippo Digital Limited*
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%
Shed Data Services Limited*
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%
The Data Shed Limited*
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
Ordinary
100%

*Companies are held indirectly by the Company.

- 18 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

9.


Debtors

2026
£


Amounts owed by group undertakings
23,305,043

Other debtors
6,244

23,311,287


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


10.


Creditors: Amounts falling due within one year

2026
£

Amounts owed to group undertakings
23,328,587

Accruals and deferred income
13,200

23,341,787


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


11.


Share capital

2026
£
Allotted, called up and fully paid


2 Ordinary shares of £0.01 each
0.02


Shares carry equal rights to voting and dividends, with dividends distributed in proportion to shareholdings.


12.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transactions costs.

Profit and loss account

The profit and loss account comprises accumulated profits and losses less any dividends declared by the
balance sheet date.

- 19 -

 
AGILITY MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026

13.


Related party transactions

The Company is a wholly-owned subsidiary of Agility Topco Limited and has taken advantage of the exemption in Section 33 Related Party Disclosures not to provide details of transactions entered into with other wholly owned group companies.


14.


Post balance sheet events

There have been no significant events affecting the Company since the year end.


15.


Controlling party

Agility Topco Limited, a company registered in England and Wales and incorporated in the UK, is the immediate parent company.
Agility Topco Limited prepares consolidated financial statements and heads the smallest and largest group into which the Company is consolidated. Copies of these financial statements are available from Companies House.
The directors do not believe there is a single ultimate controlling party.

- 20 -