Caseware UK (AP4) 2025.0.111 2025.0.111 2026-05-212026-05-212026-05-21The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. The Company has taken advantage of the following disclosure exemptions under FRS 101: the requirements of IFRS 7 Financial Instruments: Disclosures the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements the requirements of IAS 7 Statement of Cash Flows the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.The Company’s financial statements are presented in Euros. The Euro is the functional and presentational currency of the Company’s financial statements. The Euro is used by the Company for conducting the majority of its business, its financing and also for reporting its results.Classification and initial measurement of financial asset Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: amortised cost fair value through profit or loss (FVTPL) fair value through other comprehensive income (FVOCI). In the periods presented the Company does not have any financial assets categorised as FVOCI. The classification is determined by both: the entity’s business model for managing the financial asset the contractual cash flow characteristics of the financial asset. Subsequent measurement of financial assets All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL): they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. Financial assets at fair value through profit or loss (FVTPL) Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below). Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists Classification and measurement of financial liabilities The Company’s financial liabilities include trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. Fair value measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are set to reflect those that the Company believes market participants would use in pricing the asset at the measurement date. Financial assets and liabilities Financial assets and liabilities primarily comprise cash and cash equivalents, amount owed by group undertakings and amount owed to group undertakings. Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Amount owed by group undertakings and amount owed to group undertakings are recognised when the Company becomes a party to the contractual provisions of the instrument and are initially measured at fair value and subsequently measured at amortised cost (less allowance for impairment on financial assets). Interest is recognised in the Statement of comprehensive income using the effective interest rate (“EIR”) method.Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in jointly controlled entities, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the Statement of comprehensive income, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.The Company directly holds 100% interest in Damoco Bidco Limited, a UK registered and incorporated company. The subsidiary's registered address is BDO LLP First Floor, North Bottle Works The Bars Guildford Surrey GU1 4LP United Kingdom. The carrying value of the investment as at 2026 and 2025 is: Details of the direct subsidiary of the Company is disclosed in Note 1. Details of indirect holdings of the Company are included in the financial statements of Atlanta Topco Limited.truetruetruetruetruetruetruetruetruetrue2025-02-01falseThe principal activity of the Company is that of an intermediate holding company and to provide financing to its wholly-owned subsidiaries. The principal activity of the wider Damovo Group is to provide Information and Communications Technology (“ICT”) solutions and services for enterprises in both the private and public sectors.00false 09317058 2025-02-01 2026-01-31 09317058 2024-02-01 2025-01-31 09317058 2026-01-31 09317058 2025-01-31 09317058 2024-02-01 09317058 2 2024-02-01 2025-01-31 09317058 1 2025-02-01 2026-01-31 09317058 e:Director1 2025-02-01 2026-01-31 09317058 e:Director2 2025-02-01 2026-01-31 09317058 e:Director3 2025-02-01 2026-01-31 09317058 e:RegisteredOffice 2025-02-01 2026-01-31 09317058 e:Agent1 2025-02-01 2026-01-31 09317058 d:Non-currentFinancialInstruments 2026-01-31 09317058 d:Non-currentFinancialInstruments 2025-01-31 09317058 d:UKTax 2025-02-01 2026-01-31 09317058 d:UKTax 2024-02-01 2025-01-31 09317058 d:ShareCapital 2026-01-31 09317058 d:ShareCapital 2025-01-31 09317058 d:ShareCapital 2024-02-01 09317058 d:SharePremium 2025-02-01 2026-01-31 09317058 d:SharePremium 2026-01-31 09317058 d:SharePremium 2025-01-31 09317058 d:SharePremium 2024-02-01 09317058 d:SharePremium 2 2024-02-01 2025-01-31 09317058 d:OtherMiscellaneousReserve 2025-02-01 2026-01-31 09317058 d:OtherMiscellaneousReserve 2026-01-31 09317058 d:OtherMiscellaneousReserve 2025-01-31 09317058 d:OtherMiscellaneousReserve 2024-02-01 09317058 d:OtherMiscellaneousReserve 2 2024-02-01 2025-01-31 09317058 d:RetainedEarningsAccumulatedLosses 2025-02-01 2026-01-31 09317058 d:RetainedEarningsAccumulatedLosses 2026-01-31 09317058 d:RetainedEarningsAccumulatedLosses 2024-02-01 2025-01-31 09317058 d:RetainedEarningsAccumulatedLosses 2025-01-31 09317058 d:RetainedEarningsAccumulatedLosses 2024-02-01 09317058 d:RetainedEarningsAccumulatedLosses 2 2024-02-01 2025-01-31 09317058 e:OrdinaryShareClass1 2025-02-01 2026-01-31 09317058 e:OrdinaryShareClass1 2024-02-01 2025-01-31 09317058 e:OrdinaryShareClass1 2026-01-31 09317058 e:OrdinaryShareClass1 2025-01-31 09317058 e:FRS101 2025-02-01 2026-01-31 09317058 e:Audited 2025-02-01 2026-01-31 09317058 e:FullAccounts 2025-02-01 2026-01-31 09317058 e:PrivateLimitedCompanyLtd 2025-02-01 2026-01-31 09317058 d:EntityControlledByKeyManagementPersonnel1 2025-02-01 2026-01-31 09317058 d:EntityControlledByKeyManagementPersonnel1 2024-02-01 2025-01-31 09317058 f:Euro 2025-02-01 2026-01-31 09317058 d:ShareCapital 1 2024-02-01 2025-01-31 iso4217:GBP xbrli:shares xbrli:pure

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Financial Statements
Damoco Midco Limited
For the year ended 31 January 2026






































 
Damoco Midco Limited
 

Company Information


Directors
Walter Alpheus Jones III 
Chris Nickerson 
Michael Lee Workman 




Registered number
09317058



Registered office
BDO LLP
First Floor, North Bottle Works

The Bars
Guildford

Surrey

GU1 4LP

United Kingdom




Independent auditor
Grant Thornton
Chartered Accountants & Statutory Auditors

13-18 City Quay

Dublin

D02 ED70

Republic of Ireland




Solicitors
Fladgate LLP
16 Great Queen Street

London

WC2B 5DG





 
Damoco Midco Limited
 

Contents



Page
Strategic report
1 - 2
Directors' report
3 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 12
Statement of comprehensive income
13
Statement of financial position
14
Statement of changes in equity
15
Notes to the financial statements
16 - 27


 
Damoco Midco Limited
 

Strategic report
For the year ended 31 January 2026

Introduction
 
The Directors present the Strategic Report for Damoco Midco Limited (the "Company") for the year ended 31 January 2026.

Principal activity
 
The principal activity of the Company is that of an intermediate holding company and to provide financing to its subsidiaries. The principal activity of the wider Damovo Group is to provide Information and Communications Technology (“ICT”) solutions and services for enterprises in both the private and public sectors.

Atlanta Topco Limited (“ATL”) is the head of the smallest and largest group for which consolidated financial statements are prepared and are publicly available. Atlanta Topco Limited and its wholly-owned subsidiaries are commonly known as the Damovo Group (“the Group”).

The Company does not trade in its own right and exists only to hold the investments in the subsidiaries of the Group and to act as intermediary in providing financial support to Damovo Group Companies, based on investments received from other group undertakings. The activities of the Company therefore are unchanging year on year.

Business review

The profit for the year, after taxation, amounted to €836,655 (2025 - €838,948), primarily consisting of interest income from Damovo Group companies.

At 31 January 2026 and 2025, the Company total assets and total liabilities primarily consists of amounts with Damovo Group companies and related to investments in subsidiaries.

Principal risks and uncertainties
 
From the perspective of the Company, the principal risks and uncertainties are the same as the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of the Damovo Group, which include those of the Company, are discussed in the Atlanta Topco Limited consolidated group financial statements which do not form part of this report. 

The key risk of the Company is the impact any deterioration in financial performance of group undertakings would have on recoverability of balances due from those group undertakings and in the value of its investments in subsidiary undertakings. Due to the current financial strength of its subsidiary undertakings, the Directors consider that the actual risk the Company is exposed to is minimal.

Key performance indicators ("KPI's")
 
Given the straightforward nature of the Company’s business, being that of an intermediate holding company, the Company’s Directors are of the opinion that an analysis using KPls is not necessary for an understanding of the development, performance or position of the Company’s business.

Page 1

 
Damoco Midco Limited
 

Strategic report (continued)
For the year ended 31 January 2026

Future developments

The Company’s future developments are solely dependent on the success of the Group. Management believe that the Group can continue to grow revenue and profits by following the Group’s strategy and this strategy is detailed in Atlanta Topco Limited’s consolidated group financial statements and thus do not form part of this report.

In addition, the Group will continue to review strategic acquisition opportunities where it is possible to add expertise or scale in a value creating manner via inorganic projects. As the Company is managed as part of the overall Group, it will continue to offer financing and management support to the rest of the Group as part of that overall strategy.

Directors' statement of compliance with duty to promote the success of the Group
 
The directors have acted in a way that they consider in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1) (a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 January 2026. The Company has no employees. Given its function as an intermediate financing and holding company within the Damovo Group, the directors consider that the key stakeholders in respect of whose interests the s172(1) duty is most relevant are the Company's lenders (in particular the agent for the SFA, Glas Trust Corporation Limited, on behalf of Triton and Kartesia), the Company's direct parent and the wider Group. During the year and in the period up to approval of these financial statements, the directors have engaged actively and constructively with the SFA lenders in relation to the live payment default and the ongoing lender-led strategic transaction process, with a view to achieving a holistic resolution that preserves the long-term interests of the Group's stakeholders.


This report was approved by the board and signed on its behalf:




................................................
Chris Nickerson
Director

Date: 21 May 2026

Page 2

 
Damoco Midco Limited
 
 
Directors' report
For the year ended 31 January 2026

The Directors present their report and the financial statements for the year ended 31 January 2026.

The Company has elected to take the exemption to exclude items in the Directors' Report which are included within the Strategic Report under s414C(11). The item impacted relates to future developments.

Results and dividends

The profit for the year, after taxation, amounted to €836,655 (2025 - €838,948).

During the year, no dividends were paid or proposed (2025 - €Nil).

Principal shareholders

Damoco Midco Limited's immediate parent company is Damovo US Holdco LLC, a limited liability company formed under the laws of Delaware, United States with a registered office at 1580 N Logan St., Ste 660 PMB 79199, Denver CO 80203.

In June 2021, the ownership of Atlanta Topco Limited (the Group or Damovo Group) was transferred by Global Growth Holdings, Inc. ("GGHI") to Damovo Group Trust (established in 2021). Hugh Steven Wilson, as the trustee of the Damovo Group Trust, is the person with the ultimate control over the Damovo Group.

The financial statements of Atlanta Topco Limited represent the largest and the smallest group for which consolidated accounts are prepared and are publicly available, and include the results of the Company. The registered office of Atlanta Topco Limited is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey GU1 4LP, United Kingdom.

Directors

The Directors who served during the year were:

Walter Alpheus Jones III 
Chris Nickerson 
Michael Lee Workman 

Going concern

In assessing the going concern of the Company, the directors have considered forecasts for at least 12 months from the date of the approval of the financial statements. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group (Group or Damovo Group) to be a going concern to be able to support it. Therefore, the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions as set forth below indicate that a material uncertainty exists that may cast significant doubt on the Group and the Company’s ability to continue as a going concern.

The financial statements have been prepared on a going concern basis. The results for the year for the Group show revenues of €166,491K (2025 - €157,484K) and a pre-tax loss of €9,640K (2025 - loss of €24,009K). Net cash generated from operations for the year ended 31 January 2026 was €10,945K (2025 - €5,040K) and net liabilities (or shareholders' deficit) as at 31 January 2026 were €65,635K (2025 - €56,224K). Net liabilities have partly arisen because of classifying €67,197K (2025 - €73,983K) of preference shares (including accrued dividends) as debt as opposed to equity, in line with the agreement. The Group’s financing arrangements also include borrowings which mature within twelve months of the date of approval of these financial statements.

 
Page 3

 
Damoco Midco Limited
 

Directors' report (continued)
For the year ended 31 January 2026

Going concern (continued)

As of 31 January 2026, the Group's current liabilities exceeded its current assets by €120,493K. The Directors note that this current deficit is fundamentally driven by the Group's legacy capital structure and historical shareholder default, rather than the working capital requirements of the underlying operations of the Group. Normalising for these specific financing and legacy items, namely the reclassification of the €96,418K Triton & Kartesia (“TK”) Senior Facilities Agreement (“SFA”) loan as a current liability; €19,045K in accrued preference share dividends as current liabilities; and a €7,134K deferred consideration payable by the former shareholder, the Group's operational net current assets stand at €2,104K.

Global Growth Holdings, Inc. (now Global Growth Holdings, LLC) ("GGHI"), provided €46,161K of preference share funding to complete the acquisition of the Damovo subsidiaries; and Ares Management Limited ("ARES") also provided €50,000K of a senior loan note financing facility to the Group. 

In September 2022, the Group completed the re-financing of the ARES loan of €50,000K with TK for an amount of €55,000K and aimed to improve the current liability position of the Group. As part of the re-financing, a settlement agreement was also reached with Damoco (Bermuda) Limited (and others) (In Liquidation) (“previous owners” or “Damoco Bermuda”) and GGHI to settle a legal dispute related to contingent consideration following their sale of the Damovo Group to GGHI in 2018. Under the settlement agreement, total aggregate deferred consideration and costs of €14,960K was paid to Damoco Bermuda on completion of the re-financing in September 2022. A further amount of €7,034K, comprising principal plus accrued interest and annual interest at an agreed rate, was payable over three years in quarterly instalments. It was also agreed that GGHI would fund these amounts on behalf of the Damovo Group pursuant to an equity commitment letter entered into between GGHI and the former owners of the Group in which it undertook to pay all of the deferred consideration under the settlement agreement.

However, in February 2023, and until the date of approval of these accounts, GGHI defaulted on its obligations under the equity commitment letter. No further payments were made by GGHI. This legacy payment default represented a breach of the settlement agreement and is a cross-default under the SFA with TK. The payment default triggers certain rights for both the former owners and TK entitling them to enforce their respective underlying security in relation to the relevant Group entities. There are banking covenants in place in relation to the Facility, which include net leverage and cash flow cover requirements to be reported on a quarterly basis. During the year and at the date of approval of accounts, the Group was in breach of the net leverage and cash flow cover covenants in the SFA. However, at the date of approval of the financial statements, the current lenders have not taken any enforcement action in respect of the defaults, and the Group continues to work constructively with all stakeholders to achieve a comprehensive resolution. 

To resolve the default and achieve a holistic resolution, a strategic transaction process has been initiated by the lenders. This process is currently in an advanced due diligence phase. While management is actively coordinating with the lenders and facilitating the due diligence requirements, no legally binding definitive transaction documents have been executed at the date of approval of these accounts. While enforcement rights exist as a result of the defaults and upcoming maturities, the Group’s lenders are aware of the Group’s current position and are engaged in ongoing and constructive discussions with the Group and other stakeholders to explore potential solutions. There is, however, a material uncertainty associated with these conditions, which may impact the Group’s ability to continue operating as a going concern. While no binding agreements have been reached at the date of approval of these financial statements, the current lenders have a strong and co-operative working relationship with the Damovo Group and are supportive of the business, with current focus on developing and executing a viable plan to address the payment default with all relevant stakeholders. The financial statements do not include any adjustments should the continued support of the lenders not be forthcoming.
Page 4

 
Damoco Midco Limited
 

Directors' report (continued)
For the year ended 31 January 2026

Going concern (continued)

The Board of Directors have prepared an overall group strategy to create sustainable positive trading results within the Group. The underlying operational business remains robust and continues to perform in line with management's operational strategy. The operational subsidiaries operate with a high degree of financial independence, maintaining their own constructive relationships with regional lenders and remaining fully current on all interest payments for their short-term working capital facilities.

The Board have also considered the year-to-date performance of the Group and continue to take actions to ensure that the Group is profitable in the future through an increase in activity and turnover together with managing expenses and overheads.

Accordingly, the Directors believe that it is appropriate for the financial statements to be prepared on a going concern basis, based on historical experience, the Group's performance up to the current date, coupled with the continued support of the group's lenders and the active process to resolve the capital structure for a minimum period of twelve months from the date of signing of the financial statements.

Research and development activities

The Company does not engage in research and development activities.

Directors' indemnities

Damovo Group maintains directors' and officers' liability insurance which provides appropriate cover for legal actions brought against its directors and officers. Damovo Deutschland GmbH & Co. KG granted a deed of indemnity to Chris Nickerson, in his capacity as Chief Executive Officer of the Damovo Group and as a director of certain Damovo Companies. This deed of indemnity, which constitutes a 'qualifying third-party indemnity provision', was executed on 24 May 2024 with an effective date of 8 April 2024. The indemnity remains in force as at the date of this report and covers liabilities and associated costs incurred by the Executive in connection with the performance of his duties, to the extent permitted by the Companies Act 2006 and applicable law. 

Streamlined energy and carbon reporting (SECR)

The Company has consumed less than 40,000 kWh of energy in the UK during the reporting period and therefore qualifies as a low energy user under Part 7 of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Accordingly, the Company is exempt from disclosing detailed energy and carbon information.

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.

Page 5

 
Damoco Midco Limited
 

Directors' report (continued)
For the year ended 31 January 2026

Events after the reporting date

The Directors have carried out a post balance sheet review and concluded that no events have occurred between 31 January 2026 and the date of approval of these financial statements that require adjustment to amounts recognised in the financial statements. As described in Note 2.3, the strategic transaction process remains in progress at the date of approval, and the SFA matures on 12 September 2026; these matters are non-adjusting events disclosed in Note 2.3 and are referred to as a material uncertainty in the auditor's report. 

Auditor

The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
Chris Nickerson
Director

Date: 21 May 2026

Page 6

 
Damoco Midco Limited
 

Directors' responsibilities statement
For the year ended 31 January 2026

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 101 ‘Reduced Disclosure Framework’. 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 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;

∙prepare the financial statement 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 statement 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.

This responsibility statement was approved by the Board of Directors and is signed on its behalf by:



................................................
Chris Nickerson
Director

Date: 21 May 2026


Page 7

 
 
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Independent auditor's report to the members of Damoco Midco Limited
 
Opinion


We have audited the financial statements of Damoco Midco Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 January 2026, and the related notes to the financial statements, including a summary of  material accounting policy information.  

The financial reporting framework that has been applied in the preparation is applicable law and United Kingdom Accounting Standards, issued by the Financial Reporting Council, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion, Damoco Midco Limited's financial statements:


∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 January 2026 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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.


Material uncertainty related to going concern


In forming our opinion, which is not modified, we draw attention to disclosures made in the Directors’ report and Note 2.3 in the financial statements concerning the Company’s ability to continue as a going concern. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group (Group or Damovo Group) to be a going concern to be able to support it. Therefore the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions, along with other matters as set forth in Note 2.3, indicate that a material uncertainty exists that may cast significant doubt on  the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The validity of this assumption as stated in Note 2.3 depends on the outcome of the actions taken by the directors to return the Group to profitability and the continued support of the Group's stakeholders and lenders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue in existence.

In auditing the financial statements, we have concluded that the directors’ use of going concern basis of accounting in the preparation of the financial statements is appropriate. 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 8

 
 
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Independent auditor's report to the members of Damoco Midco Limited (continued)



 
Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. 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.


In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and 
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements. 

Matters on which we are required to report by exception


In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the  Directors' report and the Strategic 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.
Page 9

 
 
img5ae2.png
Independent auditor's report to the members of Damoco Midco Limited (continued)

Responsibilities of management and those charged with governance for the financial statements
 

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor 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 their 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.

A further description of an auditor's 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the Company and the industry, we identified the principal risks of non-compliance with laws and regulations in which they operate. We determined that the following laws and regulations related to Communications Act 2003, Wireless Telegraphy Act 2006, National Security and Investment Act 2021, Data Protection Act & Privacy and Electronic Communications Regulations, European Electronic Communications Code, Digital Markets Act (DMA) & Digital Services Act (DSA), Net Neutrality Regulation, and General Data Protection Regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and relevant UK taxation laws. The audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. 
Page 10

 
 
img1c36.png
Independent auditor's report to the members of Damoco Midco Limited (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional skepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement. 

In response to these principal risks, our audit procedures included but were not limited to:

∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the company's regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing
∙challenging assumptions and judgements made by management in their significant accounting estimates, including carrying value of investments and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
Page 11

 
 
img4320.png
Independent auditor's report to the members of Damoco Midco Limited (continued)

The purpose of our audit work and to whom we owe our responsibilities
 

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.


 
 
Tracey Sullivan (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Auditors
13-18 City Quay
Dublin 
 
Date:
 21 May 2026
Page 12

 
Damoco Midco Limited
 

Statement of comprehensive income
For the year ended 31 January 2026

2026
2025
Note
€
€

  

Interest receivable and similar income
 5 
836,655
838,948

Profit before tax
  
836,655
838,948

Tax on profit
 6 
-
-

Profit for the year
  
836,655
838,948

All the activities of the Company are classified as continuing.

There was no other comprehensive income for 2026 (2025 - €Nil).

The notes on pages 16 to 27 form part of these financial statements.

Page 13

 
Damoco Midco Limited
Registered number:09317058

Statement of financial position
As at 31 January 2026

2026
2025
Note
€
€

  

Fixed assets
  

Investments
 7 
18,477,083
18,477,083

  
18,477,083
18,477,083

Current assets
  

Debtors: amounts falling due after more than one year
 8 
30,380,769
29,544,114

Net assets
  
 
 
48,857,852
 
 
48,021,197


Capital and reserves
  

Called up share capital 
 9 
100
100

Share premium account
 10 
84,900
84,900

Capital contribution reserves
 10 
39,361,844
39,361,844

Profit and loss account
 10 
9,411,008
8,574,353

Shareholders' funds
  
48,857,852
48,021,197


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Chris Nickerson
Director

Date: 21 May 2026

The notes on pages 16 to 27 form part of these financial statements.

Page 14

 
Damoco Midco Limited
 

Statement of changes in equity
For the year ended 31 January 2026


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

€
€
€
€
€

At 1 February 2025
100
84,900
39,361,844
8,574,353
48,021,197


Comprehensive income for the year

Profit for the year
-
-
-
836,655
836,655


At 31 January 2026
100
84,900
39,361,844
9,411,008
48,857,852



Statement of changes in equity
For the year ended 31 January 2025


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

€
€
€
€
€

At 1 February 2024
100
84,900
36,879,844
7,735,405
44,700,249


Comprehensive income for the year

Profit for the year
-
-
-
838,948
838,948


Contributions by and distributions to owners

Capital contribution without issuance of shares
-
-
2,482,000
-
2,482,000


At 31 January 2025
100
84,900
39,361,844
8,574,353
48,021,197


The notes on pages 16 to 27 form part of these financial statements.

Page 15

 
Damoco Midco Limited
 
 
Notes to the financial statements
For the year ended 31 January 2026

1.


General information

Damoco Midco Limited (the "Company") is a private limited company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006.  The registered number of the Company is 09317058. The address of the registered office is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.

The Company owns 100% of the ordinary shares of Damoco Bidco Limited (DBL), which is a private holding company having its registered office at the same address of the Company.

The nature of the Company’s operations and its principal activities are set out in the Strategic Report.

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

The Company’s financial statements are presented in Euros.

The principal accounting policies adopted in the preparation of these financial statements are set out below.

 
2.2

Exemption from preparing consolidated financial statements

The Company is not required to prepare consolidated financial statements by virtue of the exemption under Section 400 of the Companies Act 2006. The results of the Company are included within the financial statements of Atlanta Topco Limited, which has prepared consolidated financial statements for the year ended 31 January 2026. The financial statements therefore present information about the Company as an individual entity and not about its group.

 
2.3

Going concern

In assessing the going concern of the Company, the directors have considered forecasts for at least 12 months from the date of the approval of the financial statements. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group (Group or Damovo Group) to be a going concern to be able to support it. Therefore, the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions as set forth below indicate that a material uncertainty exists that may cast significant doubt on the Group and the Company’s ability to continue as a going concern.

The financial statements have been prepared on a going concern basis. The results for the year for the Group show revenues of €166,491K (2025 - €157,484K) and a pre-tax loss of €9,640K (2025 - loss of €24,009K). Net cash generated from operations for the year ended 31 January 2026 was €10,945K (2025 - €5,040K) and net liabilities (or shareholders' deficit) as at 31 January 2026 were €65,635K (2025 - €56,224K). Net liabilities have partly arisen because of classifying €67,197K (2025 - €73,983K) of preference shares (including accrued dividends) as debt as opposed to equity, in line with the agreement. The Group’s financing arrangements also include borrowings which mature within twelve months of the date of approval of these financial statements.
 
Page 16

 
Damoco Midco Limited
 
Notes to the financial statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.3
Going concern (continued)


As of 31 January 2026, the Group's current liabilities exceeded its current assets by €120,493K. The Directors note that this current deficit is fundamentally driven by the Group's legacy capital structure and historical shareholder default, rather than the working capital requirements of the underlying operations of the Group. Normalising for these specific financing and legacy items, namely the reclassification of the €96,418K Triton & Kartesia (“TK”) Senior Facilities Agreement (“SFA”) loan as a current liability; €19,045K in accrued preference share dividends as current liabilities; and a €7,134K deferred consideration payable by the former shareholder, the Group's operational net current assets stand at €2,104K.

Global Growth Holdings, Inc. (now Global Growth Holdings, LLC) ("GGHI"), provided €46,161K of preference share funding to complete the acquisition of the Damovo subsidiaries; and Ares Management Limited ("ARES") also provided €50,000K of a senior loan note financing facility to the Group. 

In September 2022, the Group completed the re-financing of the ARES loan of €50,000K with TK for an amount of €55,000K and aimed to improve the current liability position of the Group. As part of the re-financing, a settlement agreement was also reached with Damoco (Bermuda) Limited (and others) (In Liquidation) (“previous owners” or “Damoco Bermuda”) and GGHI to settle a legal dispute related to contingent consideration following their sale of the Damovo Group to GGHI in 2018. Under the settlement agreement, total aggregate deferred consideration and costs of €14,960K was paid to Damoco Bermuda on completion of the re-financing in September 2022. A further amount of €7,034K, comprising principal plus accrued interest and annual interest at an agreed rate, was payable over three years in quarterly instalments. It was also agreed that GGHI would fund these amounts on behalf of the Damovo Group pursuant to an equity commitment letter entered into between GGHI and the former owners of the Group in which it undertook to pay all of the deferred consideration under the settlement agreement.

However, in February 2023, and until the date of approval of these accounts, GGHI defaulted on its obligations under the equity commitment letter. No further payments were made by GGHI. This legacy payment default represented a breach of the settlement agreement and is a cross-default under the SFA with TK. The payment default triggers certain rights for both the former owners and TK entitling them to enforce their respective underlying security in relation to the relevant Group entities. There are banking covenants in place in relation to the Facility, which include net leverage and cash flow cover requirements to be reported on a quarterly basis. During the year and at the date of approval of accounts, the Group was in breach of the net leverage and cash flow cover covenants in the SFA. However, at the date of approval of the financial statements, the current lenders have not taken any enforcement action in respect of the defaults, and the Group continues to work constructively with all stakeholders to achieve a comprehensive resolution. 
Page 17

 
Damoco Midco Limited
 
Notes to the financial statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.3
Going concern (continued)

To resolve the default and achieve a holistic resolution, a strategic transaction process has been initiated by the lenders. This process is currently in an advanced due diligence phase. While management is actively coordinating with the lenders and facilitating the due diligence requirements, no legally binding definitive transaction documents have been executed at the date of approval of these accounts. While enforcement rights exist as a result of the defaults and upcoming maturities, the Group’s lenders are aware of the Group’s current position and are engaged in ongoing and constructive discussions with the Group and other stakeholders to explore potential solutions. There is, however, a material uncertainty associated with these conditions, which may impact the Group’s ability to continue operating as a going concern. While no binding agreements have been reached at the date of approval of these financial statements, the current lenders have a strong and co-operative working relationship with the Damovo Group and are supportive of the business, with current focus on developing and executing a viable plan to address the payment default with all relevant stakeholders. The financial statements do not include any adjustments should the continued support of the lenders not be forthcoming.

The Board of Directors have prepared an overall group strategy to create sustainable positive trading results within the Group. The underlying operational business remains robust and continues to perform in line with management's operational strategy. The operational subsidiaries operate with a high degree of financial independence, maintaining their own constructive relationships with regional lenders and remaining fully current on all interest payments for their short-term working capital facilities.

The Board have also considered the year-to-date performance of the Group and continue to take actions to ensure that the Group is profitable in the future through an increase in activity and turnover together with managing expenses and overheads.

Accordingly, the Directors believe that it is appropriate for the financial statements to be prepared on a going concern basis, based on historical experience, the Group's performance up to the current date, coupled with the continued support of the group's lenders and the active process to resolve the capital structure for a minimum period of twelve months from the date of signing of the financial statements.

 
2.4

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36
Page 18

 
Damoco Midco Limited
 
Notes to the financial statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.4
Financial Reporting Standard 101 - reduced disclosure exemptions (continued)

Impairment of Assets.

This information is included in the consolidated financial statements of Atlanta Topco Limited as at 31 January 2026 and these financial statements may be obtained from Companies House.

 
2.5

Foreign currency translation

The Euro is the functional and presentational currency of the Company’s financial statements. The Euro is used by the Company for conducting the majority of its business, its financing and also for reporting its results.

 
2.6

Investments in subsidiary undertakings

Subsidiaries are entities over which the Company has control. The Company controls an entity when it
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Investments in subsidiaries are initially recognised at cost and subsequently carried at cost less accumulated provisions made for any impairment. Non-cash investments obtained as a result of a common control transactions are initially recognised at fair value via deemed cost approach to reflect the economic substance of the transaction, which is a reorganisation of legal form under continuing common control rather than a substantive change in economic ownership. Deemed cost in this instance pertains to the original cost of the investments of the Damovo group used as a consideration in exchange for the new investment obtained.

Dividends, impairment losses and reversals of impairment losses are recognised in the Statement of comprehensive income in ‘net gains on investments in subsidiaries.

Impairment losses on investment in subsidiaries are measured as the difference between cost and the current estimated recoverable amount. When the recoverable amount is less than the cost, an impairment is recognised in the Statement of comprehensive income in ‘net losses on investments in subsidiaries’ and is reflected against the carrying amount of the impaired asset on the Statement of Financial Position.

 
2.7

Financial instruments

Financial assets and financial liabilities are recognised in the Statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Page 19

 
Damoco Midco Limited
 
Notes to the financial statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.7
Financial instruments (continued)

Classification and initial measurement of financial asset

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

∙amortised cost
∙fair value through profit or loss (FVTPL)
∙fair value through other comprehensive income (FVOCI).

In the periods presented the Company does not have any financial assets categorised as FVOCI. 

The classification is determined by both:

∙the entity’s business model for managing the financial asset
∙the contractual cash flow characteristics of the financial asset.

Subsequent measurement of financial assets

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

∙they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
∙the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below). Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists
Page 20

 
Damoco Midco Limited
 
Notes to the financial statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.7
Financial instruments (continued)

Impairment of financial assets

A provision against other receivables is made where there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write down is determined as the difference between the assets carrying amount and the present value of future cash flows. An assessment for impairment is undertaken at least at each reporting date.

In addition to this, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss (“ECL”) model requires the Company to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. The Company recognises an allowance for expected credit losses for all debt instruments not held at fair value through the profit or loss (“FVTPL”). The main financial assets that are subject to the new expected credit loss model are other receivables.

Classification and measurement of financial liabilities

The Company’s financial liabilities include trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are set to reflect those that the Company believes market participants would use in pricing the asset at the measurement date.
Page 21

 
Damoco Midco Limited
 
Notes to the financial statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.7
Financial instruments (continued)

Financial assets and liabilities

Financial assets and liabilities primarily comprise cash and cash equivalents, amount owed by group undertakings and amount owed to group undertakings.

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Amount owed by group undertakings and amount owed to group undertakings are recognised when the Company becomes a party to the contractual provisions of the instrument and are initially measured at fair value and subsequently measured at amortised cost (less allowance for impairment on financial assets). Interest is recognised in the Statement of comprehensive income using the effective interest rate (“EIR”) method.

 
2.8

Taxation

Tax expense represents the sum of the tax currently payable and deferred tax.

The current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of comprehensive income 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 by using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in jointly controlled entities, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the Statement of comprehensive income, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.


Page 22

 
Damoco Midco Limited
 
 
Notes to the financial statements
For the year ended 31 January 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are contained within this note, the Directors are required to make judgements, 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.

Going concern

The financial statements have been prepared by the Board of Directors on a going concern basis. See ‘Going concern' in Note 2.3 for further details. 

Carrying value of investments and receivables from group undertakings

Investments and receivables from group undertakings are the most significant balance on the Company's Statement of financial position. The directors review the carrying value annually and ensure it is supportable by assessing the budgets and projections of the businesses to which it relates. Determining whether the company's investments in subsidiaries have been impaired requires estimations of the investments' values in use. The value-in-use calculations require the entity to estimate future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values. If appropriate, an impairment would be booked.

4.


Other expenses

The audit fee is included in the consolidated financial statements of Atlanta Topco Limited, the Group's consolidating parent. This cost is borne by Damoco Bidco Limited on behalf of the UK-domiciled entities within the Group. The Company did not incur any costs in relation to non-audit services. 

The Company employed no staff during the year (2025 - Nil). The Directors in the year are employed by other companies related to the Group. The Directors' services are considered to be incidental to their other responsibilities within those related companies and, as such, Directors' remuneration is €Nil for the current year (2025 - €Nil).


5.


Interest receivable

2026
2025
€
€


Interest receivable from group companies
836,655
838,948

Page 23

 
Damoco Midco Limited
 
 
Notes to the financial statements
For the year ended 31 January 2026

6.


Taxation


2026
2025
€
€



Current tax on profits for the year
-
-



Tax on profit
-
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2025 - lower than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
€
€


Profit on ordinary activities before tax
836,655
838,948


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
209,164
209,737

Effects of:


Group relief and adjustments at nil consideration
(209,164)
(209,737)

Total tax charge for the year
-
-

A deferred tax asset will only be recognised where, in the opinion of the Directors, the Company is expected to make sufficient profits against which these tax assets can be set-off on the future. As at 31 January 2026, no deferred tax asset has been recognised.

Page 24

 
Damoco Midco Limited
 
 
Notes to the financial statements
For the year ended 31 January 2026

7.


Fixed asset investments

The Company directly holds 100% interest in Damoco Bidco Limited, a UK registered and incorporated company.  The subsidiary's registered address is BDO LLP First Floor, North Bottle Works The Bars Guildford Surrey GU1 4LP United Kingdom. The carrying value of the investment as at 2026 and 2025 is:
 




Cost and carrying value

€



Cost or valuation


At 1 February 2025
18,477,083






Net book value



At 31 January 2026
18,477,083



At 31 January 2025
18,477,083

Details of the direct subsidiary of the Company is disclosed in Note 1. Details of indirect holdings of the Company are included in the financial statements of Atlanta Topco Limited.

8.


Debtors

2026
2025
€
€

Due after more than one year

Amounts owed by group undertakings
30,380,769
29,544,114


Amounts receivable are from 100% owned group companies. A portion of these balances bears interest at a rate of 6%, with the remainder being interest-free. These amounts are unsecured. The Companies have entered into an amendment, as per which the amounts are due by 31 January 2028. Consequently, the relevant amounts have been categorised as non-current.

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Damoco Midco Limited
 
 
Notes to the financial statements
For the year ended 31 January 2026

9.


Share capital

2026
2025
€
€
Allotted, called up and fully paid



10,000 (2025 - 10,000) Ordinary shares of €0.01 each
100
100

The Company has one class of ordinary share, which carries no right to fixed income or dividend. There are no restrictions on these shares, which carry a right to one vote each. All other rights attaching to these shares are set out in the Articles of Association. The Company is 100% owned by the parent company Damovo US Holdco LLC.


10.


Reserves

Share premium account

Share premium account includes any premiums received on issue of share capital.

Capital contribution reserves

Capital contribution reserves account consists of the capital elements from discounting interest free intercompany loans from prior years as well as contributions from the parent company through acquisition of subsidiaries. 

In 2025, UK Atlanta Holdings, LLC converted intercompany receivables into equity at the level of Damovo US Holdco LLC, which was subsequently downstreamed through Damoco Midco Limited and onwards to Damovo Bidco Limited to reflect the legal reorganisation of the Group.

The capital contribution recognised by the Company reflects its proportionate participation in this downstream equity contribution, with no consideration received in cash.

Profit and loss account

This account includes all current and prior period retained profits and losses.


11.


Post balance sheet events

The Directors have carried out a post balance sheet review and concluded that no events have occurred between 31 January 2026 and the date of approval of these financial statements that require adjustment to amounts recognised in the financial statements. As described in Note 2.3, the strategic transaction process remains in progress at the date of approval, and the SFA matures on 12 September 2026; these matters are non-adjusting events disclosed in Note 2.3 and are referred to as a material uncertainty in the auditor's report.


12.


Related party transactions

The Company has availed itself of the exemption under Financial Reporting Standard 101 section 8(k) not to give details of related party transactions with fellow group companies as they are 100% controlled by the Damovo Group.

During the year, the Company had outstanding balances of €8,150 (2025 - €8,150) with Damoco Holdco Limited. The balance is unsecured, interest-free and repayable on demand.

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Damoco Midco Limited
 
 
Notes to the financial statements
For the year ended 31 January 2026

13.


Controlling party

Damoco Midco Limited's immediate parent company is Damovo US Holdco LLC, a limited liability company formed under the laws of Delaware, United States with a registered office at 1580 N Logan St., Ste 660 PMB 79199, Denver CO 80203.

In June 2021, the ownership of the Group was transferred by Global Growth Holdings, Inc. ("GGHI") to Damovo Group Trust (established in 2021). Hugh Steven Wilson, as the trustee of the Damovo Group Trust, is the person with the ultimate control over the Damovo Group.

The financial statements of Atlanta Topco Limited represent the largest and the smallest group for which consolidated accounts are prepared and are publicly available, and include the results of the Company. The registered office of Atlanta Topco Limited is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.


14.


Commitments and contingencies

Glas Trust Corporation Limited, acting as agent for Triton and Kartesia, holds a fixed and floating charge over the assets of the Company as part of the Senior Facility Agreement.

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