Caseware UK (AP4) 2025.0.111 2025.0.111 2026-01-312026-01-31falsetruetruetruetrue2025-02-01No description of principal activity00truefalsefalse 15119851 2025-02-01 2026-01-31 15119851 2023-09-06 2025-01-31 15119851 2026-01-31 15119851 2025-01-31 15119851 2023-09-06 15119851 c:Director1 2025-02-01 2026-01-31 15119851 c:Director2 2025-02-01 2026-01-31 15119851 c:Director3 2025-02-01 2026-01-31 15119851 c:Director4 2025-02-01 2026-01-31 15119851 c:Director5 2025-02-01 2026-01-31 15119851 c:RegisteredOffice 2025-02-01 2026-01-31 15119851 d:CurrentFinancialInstruments 2026-01-31 15119851 d:CurrentFinancialInstruments 2025-01-31 15119851 d:CurrentFinancialInstruments d:WithinOneYear 2026-01-31 15119851 d:CurrentFinancialInstruments d:WithinOneYear 2025-01-31 15119851 d:ShareCapital 2025-02-01 2026-01-31 15119851 d:ShareCapital 2026-01-31 15119851 d:ShareCapital 2023-09-06 2025-01-31 15119851 d:ShareCapital 2025-01-31 15119851 d:ShareCapital 2023-09-06 15119851 d:SharePremium 2025-02-01 2026-01-31 15119851 d:SharePremium 2026-01-31 15119851 d:SharePremium 2023-09-06 2025-01-31 15119851 d:SharePremium 2025-01-31 15119851 d:SharePremium 2023-09-06 15119851 d:RetainedEarningsAccumulatedLosses 2025-02-01 2026-01-31 15119851 d:RetainedEarningsAccumulatedLosses 2026-01-31 15119851 d:RetainedEarningsAccumulatedLosses 2023-09-06 2025-01-31 15119851 d:RetainedEarningsAccumulatedLosses 2025-01-31 15119851 d:RetainedEarningsAccumulatedLosses 2023-09-06 15119851 c:OrdinaryShareClass1 2025-02-01 2026-01-31 15119851 c:OrdinaryShareClass1 2026-01-31 15119851 c:OrdinaryShareClass1 2025-01-31 15119851 c:FRS102 2025-02-01 2026-01-31 15119851 c:Audited 2025-02-01 2026-01-31 15119851 c:FullAccounts 2025-02-01 2026-01-31 15119851 c:PrivateLimitedCompanyLtd 2025-02-01 2026-01-31 15119851 d:Subsidiary1 2025-02-01 2026-01-31 15119851 d:Subsidiary1 1 2025-02-01 2026-01-31 15119851 d:Subsidiary2 2025-02-01 2026-01-31 15119851 d:Subsidiary2 1 2025-02-01 2026-01-31 15119851 d:Subsidiary3 2025-02-01 2026-01-31 15119851 d:Subsidiary3 1 2025-02-01 2026-01-31 15119851 6 2025-02-01 2026-01-31 15119851 e:PoundSterling 2025-02-01 2026-01-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 15119851










ASSURED DATA PROTECTION MIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS 

FOR THE YEAR ENDED 31 JANUARY 2026

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

COMPANY INFORMATION


Directors
Mr S Chappell 
Mr A Eva 
Mr S Hayes 
Mr R Mackle 
Mr S Parkin 




Registered number
15119851



Registered office
Aeris
3200 Century Way

Leeds

England

LS15 8ZA




Independent auditors
AAB Audit & Accountancy Limited

Gresham House

5-7 St Pauls Street

Leeds

LS1 2JG





 
ASSURED DATA PROTECTION MIDCO LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19


 
ASSURED DATA PROTECTION MIDCO LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

Introduction
 
The Directors of the business present their Strategic Report on Assured Data Protection Midco Limited (the ‘Company’). 

Business review
 
The Company is part of the Assured Topco Limited Group (‘Group’). The Company operates as an intermediate holding company and therefore the Directors do not consider that an analysis using the Company only KPIs is relevant for an understanding of its position. The Directors therefore consider the position of the Company as part of the Group’s KPIs (see Assured Topco Limited’s financial statements for details).

Principal risks and uncertainties
 
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks and uncertainties of the Group. Accordingly, the principal risks and uncertainties of Assured Topco Limited, which includes those of the Company, are discussed in the Group’s 2026 Financial Statements which does not form part of this report.

Future developments

The Directors foresee the Company will continue to operate as an intermediate holding company for the foreseeable future.


This report was approved by the board on 29 October 2026 and signed on its behalf.



Mr S Chappell
Director

Page 1

 
ASSURED DATA PROTECTION 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.

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; 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 company was incorporated on 6 September 2023. 

The profit for the year, after taxation, amounted to £nil (2025 - loss £4,008,095).

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the year and up to the date of this report were:

Mr S Chappell 
Mr A Eva 
Mr S Hayes 
Mr R Mackle 
Mr S Parkin 

Matters covered in the Strategic Report

The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Company's strategic report information required by schedule 7 of the Large and Medium-sized Companies (Accounts and Reports) Regulations 2008.

Page 2

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 October 2026 and signed on its behalf.
 





Mr S Chappell
Director

Page 3

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED DATA PROTECTION MIDCO LIMITED
 

Opinion


We have audited the financial statements of Assured Data Protection Midco Limited (the 'Company') for the year ended 31 January 2026, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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 Financial Reporting Standard 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 January 2026 and of its result for the year 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 Auditors' 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. 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.


Page 4

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED DATA PROTECTION MIDCO LIMITED (CONTINUED)


Opinion 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 the 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.


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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED DATA PROTECTION MIDCO LIMITED (CONTINUED)


Auditors' 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 Auditors' 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.


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

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
 
The laws and regulations we considered in this context were the Companies Act 2006, UK Taxation legislation & UK employment law.

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
∙Management override of controls to manipulate the company's key performance indicators to meet targets
∙Management judgement applied in calculating provisions.
∙Compliance with laws and regulations which directly impact the financial statements

Our audit procedures to respond to these risks included:
∙Testing of journal entries and other adjustments for appropriateness
∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias
∙Enquires of management about litigation and claims and inspection of relevant correspondence
∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations
∙Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.



 


Page 6

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED DATA PROTECTION MIDCO LIMITED (CONTINUED)


Use of our 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 Auditors' 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.





Abdullah Daji FCA (Senior Statutory Auditor)
  
for and on behalf of
AAB Audit & Accountancy Limited
 
Statutory Auditor
  
Gresham House
5-7 St Pauls Street
Leeds
LS1 2JG

29 October 2026
Page 7

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026

Year ended 31 January
17 month period ended
31 January
2026
2025
Note
£
£

  

Interest payable and similar expenses
 6 
-
(4,008,095)

Loss before tax
  
-
(4,008,095)

Tax on profit/(loss)
  
-
-

Loss for the financial period
  
-
(4,008,095)

There were no recognised gains and losses for 2026 or 2025 other than those included in the statement of comprehensive income.

The notes on pages 11 to 19 form part of these financial statements.

All the activities of the Company are from continuing operations.

Page 8

 
ASSURED DATA PROTECTION MIDCO LIMITED
REGISTERED NUMBER: 15119851

BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
Note
£
£

Fixed assets
  

Investments
 8 
5,080,735
5,080,735

  
5,080,735
5,080,735

Current assets
  

Debtors: amounts falling due within one year
 9 
56,511,076
56,511,076

  
56,511,076
56,511,076

Creditors: amounts falling due within one year
 10 
(60,519,171)
(60,519,171)

Net current liabilities
  
 
 
(4,008,095)
 
 
(4,008,095)

Total assets less current liabilities
  
1,072,640
1,072,640

  

Net assets
  
1,072,640
1,072,640


Capital and reserves
  

Called up share capital 
 11 
115,466
115,466

Share premium account
 12 
4,965,269
4,965,269

Profit and loss account
 12 
(4,008,095)
(4,008,095)

  
1,072,640
1,072,640


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 October 2026.




Mr S Chappell
Director

The notes on pages 11 to 19 form part of these financial statements.

Page 9

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026


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

£
£
£
£


At 1 September 2023
115,466
4,965,269
-
5,080,735


Comprehensive income for the period

Loss for the period
-
-
(4,008,095)
(4,008,095)
Total comprehensive income for the period
-
-
(4,008,095)
(4,008,095)



At 1 February 2025
115,466
4,965,269
(4,008,095)
1,072,640
Total comprehensive income for the year
-
-
-
-


At 31 January 2026
115,466
4,965,269
(4,008,095)
1,072,640


The notes on pages 11 to 19 form part of these financial statements.

Page 10

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.


General information

Assured Data Protection Midco Limited is a private company limited by shares incorporated and registered in England and Wales (no. 15119851). The registered office is Aeris, 3200 Century Way, Leeds, England, LS15 8ZA. The principal activity of the Company is that of a holding company.

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

Reporting period

The prior period reporting period runs from 6 September 2023 to 31 January 2025, due to it being the first period of account for the Company. 

 
2.3

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; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

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

 
2.4

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.

Page 11

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.5

Going concern

The Company is a subsidiary of the Assured Topco Limited Group (the “Group”).

The Group operates a centralised treasury function for all subsidiary entities, in which the Company is included. The Company shares common Directors with Assured Topco Limited. When considering the going concern assumption, the Directors also considered the cash available to the Company, including the Group cash pooling arrangement of which the Company is part of.

The Directors have prepared cash flow forecasts for the Group with the following considerations:
 
∙the working capital structure and liquidity of the Group and the ability of the Group to continue to service its creditors as they fall due;
∙the cash and committed funding facilities in place;
∙the principal risks facing the Group and its systems of risk mitigation and control;
∙external factors influencing overall performance such as inflation;
∙the Board-approved cash flow forecasts prepared for a period to 31 January 2028; and
∙the Directors modelled downside scenarios to consider potential impacts on the Group’s forecast results and cash flows.

These forecasts demonstrate that the Group has sufficient liquidity and will be able to operate within its available facilities during the forecast period covering 12 months from the date of signing this report. Accordingly, the Directors have adopted the going concern basis in preparing the Company’s financial statements. 

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 12

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

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.

 
2.10

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.

 
2.11

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.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Page 13

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)


2.11
Financial instruments (continued)


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.

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The critical judgements that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

(i)Assessing indicators of impairment

In assessing whether there have been any indicators of impairment associated with fixed asset investments, the directors' have considered both external and internal sources of information such as, where applicable, market conditions and experience of recoverability, and the ability of the asset to be operated as planned.

Where indicators of impairment exist, management also perform an assessment of the recoverable value which can include calculation of value in use which is inherently subjective. Within such calculations, assumptions are made over areas such as future growth rates, discount rates, and changes in working capital.

Page 14

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


31 January
17 month period ended
31 January
2026
2025
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
1,320
1,495

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2025 - £nil).


6.


Interest payable and similar expenses

31 January
17 month period ended
31 January
2026
2025
£
£


Other loan interest payable
-
4,008,095

-
4,008,095

Page 15

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

7.


Taxation



Factors affecting tax charge for the year/period

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

31 January
17 month period ended
31 January
2026
2025
£
£


Profit/(loss) on ordinary activities before tax
-
(4,008,095)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
-
(1,002,024)

Effects of:


Movement in deferred tax not recognised
-
1,002,024

Total tax charge for the year/period
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 16

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation and Net book value


At 1 February 2025
5,080,735



At 31 January 2026
5,080,735





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Assured Data Protection Bidco Ltd
Aeris, 3200 Century Way, Leeds, England, LS15 8ZA
Ordinary
100%
Assured Data Protection Ltd (indirect holding)
Aeris, 3200 Century Way, Leeds, England, LS15 8ZA
Ordinary
100%
Assured Data Protection Inc (indirect holding)
13873 Park Center 
Road, Suite 300N,
Herndon, VA 20171,
United States of America
Ordinary
100%

Page 17

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

9.


Debtors

2026
2025
£
£


Amounts owed by group undertakings
56,511,076
56,511,076

56,511,076
56,511,076



10.


Creditors: Amounts falling due within one year

2026
2025
£
£

Amounts owed to group undertakings
60,519,171
60,519,171

60,519,171
60,519,171



11.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



115,466 (2025 - 115,466) Ordinary A shares of £1.00 each
115,466
115,466

On incorporation, 1 Ordinary share was issued at a nominal value of £1.

On 6 October 2023, 115,465 Ordinary shares of £1 each were issued for consideration of £5,080,735.

The Ordinary shares have the rights and are subject to the restrictions set out in the Company's articles of association.



12.


Reserves

Share premium account

This reserve records the amount above the nominal value received from shares issued, less transaction costs.

Profit and loss account

This reserve records retained earnings and accumulated profits and losses, net of dividends declared. 

Page 18

 
ASSURED DATA PROTECTION MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

13.


Related party transactions

The Company has taken advantage of the exemption under Financial Reporting Standard 102 not to disclose transactions with entities that are part of the Assured Topco Limited group of companies on the grounds that all the voting rights of the company are controlled by Assured Topco Limited and the company's results are included in the consolidated financial statements of Assured Topco Limited.

During the prior period, on 6 October 2023 the Company issued loan notes of £21,587,500 to Soho Square II Debtco II S.ar.l, a previous shareholder of Assured Data Protection Topco Limited. Interest was accrued daily at a rate of 10% per annum. The loan notes and unpaid interest were repaid in full on 29 October 2024 and as such, nothing was owing at 31 January 2025.


14.


Controlling party

The immediate parent company at the year end and throughout the year was Assured Data Protection Topco Limited.

The ultimate parent company at the year end was Assured Topco Limited. The Company's results are consolidated into the accounts of Assured Topco Limited and a copy can be obtained online from Companies House.

The registered office of both Assured Data Protection Topco Limited and Assured Topco Limited is Aeris, 3200 Century Way, Leeds, England, LS15 8ZA.

The Directors consider Mr P A Dubens to be the ultimate controlling party by virtue of Oakley Capital V Master Holding S.à r.l. (indirectly) and Oakley Capital Group Holdings Limited directly. The accounts of Oakley Capital Group Holdings Limited are available at Wellesley House, North Ground Floor, 90 Pitts Bay Road, Pembroke, HM 08, Bermuda.

Page 19