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Registered number:
FOR THE PERIOD ENDED 31 JANUARY 2026
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ASSURED MIDCO 2 LIMITED
COMPANY INFORMATION
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ASSURED MIDCO 2 LIMITED
CONTENTS
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ASSURED MIDCO 2 LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
The Directors of the business present their Strategic Report on Assured Midco 2 Limited (the ‘Company’).
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)
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.
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.
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ASSURED MIDCO 2 LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
The director presents his report and the financial statements for the period ended 31 January 2026.
The director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
The company was incorporated on 30 September 2024.
The profit for the period, after taxation, amounted to £nil.
The directors do not recommend the payment of a dividend.
The directors who served during the period and up to the date of this report were:
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.
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ASSURED MIDCO 2 LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
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
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ASSURED MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED MIDCO 2 LIMITED
We have audited the financial statements of Assured Midco 2 Limited (the 'Company') for the period ended 31 January 2026, which comprise 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 auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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.
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ASSURED MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED MIDCO 2 LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Director's report have been prepared in accordance with applicable legal requirements.
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 Director's report.
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ASSURED MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED MIDCO 2 LIMITED (CONTINUED)
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.
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ASSURED MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ASSURED MIDCO 2 LIMITED (CONTINUED)
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.
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.
for and on behalf of
Statutory Auditor
Gresham House
5-7 St Pauls Street
LS1 2JG
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ASSURED MIDCO 2 LIMITED
REGISTERED NUMBER: 15986804
BALANCE SHEET
AS AT 31 JANUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 16 form part of these financial statements.
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ASSURED MIDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2026
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
Assured Midco 2 Limited is a private company limited by shares incorporated and registered in England and Wales (no. 15986804). 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
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:
The reporting period runs from 30 September 2024 to 31 January 2026, due to it being the first period of account for the Company.
During the period ended 31 January 2026, the Company did not undertake any transactions which gave rise to income, expenses, gains, losses or taxation. Accordingly, no profit or loss arose during the period and all movements in equity relate solely to the issue of share capital and share premium.
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.
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.
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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.
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.
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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.
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.
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
On incorporation on 30 September 2024, 1 Ordinary Share was issued at a nominal value of £1.
On 29 October 2024, Ordinary Shares were issued increasing the Company's issued share capital to £942,210. On 15 May 2025, further Ordinary Shares were issued increasing the Company's issued share capital to £1,083,710. The Ordinary Shares have the rights and are subject to the restrictions set out in the Company's articles of association.
Share premium account
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ASSURED MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
The Company’s immediate parent company at the period-end was Assured Midco 1 Limited, a company incorporated in England and Wales.
The Company’s ultimate parent company at the period-end was
The registered office of both Assured Midco 1 Limited and
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.
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