Company registration number 11563023 (England and Wales)
PLUTO BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PLUTO BIDCO LIMITED
COMPANY INFORMATION
Directors
N A Tilsley
M R Buxton
Company number
11563023
Registered office
International House
Millfield Lane
Haydock
Merseyside
WA11 9GA
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
PLUTO BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 20
PLUTO BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
Pluto Bidco Limited is an intermediate holding company for all of the Technical Fire Safety Group Limited trading subsidiaries. Operating loss (pre-exceptional items) is £527,094 compared to the previous year where there was a loss of £390,900.
Principal risks and uncertainties
The Board believes that any potential uncertainty in the macro-economic environment will be more than outweighed by the Group's significant investments for growth, including rapid growth in certification and significant international expansion. In terms of liquidity, interest rate and cash flow risk, the Group finances its operations through a mixture of retained profits and, where necessary, funds expansion or capital expenditure programs through support from our wider group. Management's objectives in this regard are to:
retain sufficient liquid funds to enable it to meet its day-to-day obligations as they fall due whilst maximising returns on surplus funds; and
minimise the Group's exposure to fluctuating interest rates when seeking new borrowings; and
match the repayment schedule of any external borrowings or overdrafts with the expected future cash flows expected to arise from the Group's trading activities.
Funds are invested in sterling bank accounts with borrowings provided by svt Holding GmbH.
PLUTO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Section 172(1) of the Companies Act 2006
The Board of directors of Technical Fire Safety Group Limited consider, both individually and collectively, that they have acted in ways that they believe in good faith to be most likely to promote the success of the Company or the benefit of its members as a whole (having regard to the stakeholders and other matters set out in s172(1) of the Act) in the decisions they made during the period ended 31 December 2024.
Our People
Our people are the foundation of our success. From front-facing technical sales support teams, to skilled manufacturing personnel, our people are experienced, dedicated, like-minded team players with the energy, drive and enthusiasm to be the very best at what they do. Many employees in the Group are long-serving and have grown with us on our journey - playing a fundamental role in the development of our culture of continual improvement and strong team working practices.
The Community & Environment
The Company's policy with regards to the environment is to ensure that we understand and effectively manage the actual and potential environmental impact of our activities, always striving to improve energy efficiency, waste reduction and levels of recycling across all our operations.
Our Values
Our culture; values and standards underpin how we do business, creating and sustaining value over the longer term. Safety is at the heart of our business and everything we do. The Group provides the widest range of tested and certified fire safety glass products to the construction sector ensuring that architects, specifiers and installers achieve their vision of safe and beautiful living and working spaces. We work closely with our customers both nationwide and around the world through the provision of dedicated local support. From the point of order, through to delivery on site, our close-knit customer care network supports through good communication and a thorough understanding of our customers' needs. Our customers are important to us and we work hard to take care of them by establishing strong relationships that are based on reliability, reputation and trust. Globally the Group holds unrivalled levels of specialist industry experience and technical expertise. With over 30 years' experience in fire safety glass research, testing and development, the Group has a wealth of in-house knowledge and expertise in the science behind glass and interlayer technology.
Our Stakeholders
The Board are committed to developing and maintaining key stakeholder relationships, which includes our valued customers and suppliers. The Board always tries to ensure that it has visibility of these relationships at all times through effective periodic Board reporting and direct dialogue, such that it is able to take stakeholder considerations into account when it makes key decisions as the Board of Directors, our intention is always to behave responsibly and to ensure the business operates in a reasonable manner, adhering to high standards of business conduct and good governance. We recognise that the maintenance of our good reputation, founded on responsible behaviour, is fundamental to our continuing ability to achieve profit growth for the benefit of all our stakeholders in the future.
Key performance indicators
The Group considers a wide range of key performance indicators in the operation of its business. Ultimately it considers EBITDA (excluding exceptional items), Exceptional income and Net Assets as the three principal financial measures.
2024 2023
£ £
Key Performance Indicator
Profit/(loss) before tax (977,532) (762,475)
Net Assets 18,035,212 19,012,744
PLUTO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
M R Buxton
Director
30 May 2025
PLUTO BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
N A Tilsley
M R Buxton
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 judgements 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 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 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
PLUTO BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
On behalf of the board
M R Buxton
Director
30 May 2025
PLUTO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PLUTO BIDCO LIMITED
- 6 -
Opinion
We have audited the financial statements of Pluto Bidco Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 December 2024 and of its loss 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
PLUTO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PLUTO BIDCO LIMITED
- 7 -
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, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
PLUTO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PLUTO BIDCO LIMITED
- 8 -
Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Andrew Reddington
Senior Statutory Auditor
For and on behalf of Azets Audit Services
30 May 2025
Chartered Accountants
Statutory Auditor
Ship Canal House
98 King Street
Manchester
M2 4WU
PLUTO BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Administrative expenses
(1,455,322)
(1,269,983)
Other operating income
928,228
879,083
Operating loss
(527,094)
(390,900)
Interest receivable and similar income
5,693
Interest payable and similar expenses
5
(456,131)
(371,575)
Loss before taxation
(977,532)
(762,475)
Tax on loss
6
Loss for the financial year
(977,532)
(762,475)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
PLUTO BIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
7
89,103
Investments
8
35,068,205
35,029,205
35,157,308
35,029,205
Current assets
Debtors
10
454,019
657,758
Cash at bank and in hand
1,718
6,715
455,737
664,473
Creditors: amounts falling due within one year
11
(17,327,833)
(16,180,934)
Net current liabilities
(16,872,096)
(15,516,461)
Total assets less current liabilities
18,285,212
19,512,744
Creditors: amounts falling due after more than one year
12
(250,000)
(500,000)
Net assets
18,035,212
19,012,744
Capital and reserves
Called up share capital
14
198,579
198,579
Share premium account
15
19,659,294
19,659,294
Profit and loss reserves
15
(1,822,661)
(845,129)
Total equity
18,035,212
19,012,744
The financial statements were approved by the board of directors and authorised for issue on 30 May 2025 and are signed on its behalf by:
M R Buxton
Director
Company Registration No. 11563023
PLUTO BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
198,579
19,659,294
(82,654)
19,775,219
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(762,475)
(762,475)
Balance at 31 December 2023
198,579
19,659,294
(845,129)
19,012,744
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(977,532)
(977,532)
Balance at 31 December 2024
198,579
19,659,294
(1,822,661)
18,035,212
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Pluto Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is International House, Millfield Lane, Haydock, Merseyside, WA11 9GA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of svt Holding GmbH. These consolidated financial statements are available from its registered office, from Glüsinger Str. 86 21217, Seevetal, Niedersachsen.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company's trading entities have adequate resources to continue in operational existence for the foreseeable future. The company is dependent on the results of its subsidiaries in order to continue to meet the company's own liabilities as they fall due. true
In making their going concern assessment, in conjunction with other general risks noted above, the directors have considered updated internal financial forecasts and budgeted results for the new financial year for the trading subsidiaries. Furthermore, the directors have reviewed the assets of the business and do not believe that any impairments of value are necessary.
The directors have performed sensitivity analyses and modelled what they believe to be worst case scenarios, and these continue to show that there will be sufficient funds available to meet obligations as they fall due. Based on these analyses and accompanying cash projections, the directors believe that there are no reasons why the going concern convention should not be adopted.
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
33% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.4
Fixed asset investments
Interests in subsidiaries are measured at cost less any accumulated impairment.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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 reporting date in the countries where the company operates and generates income.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 using tax rates that have been enacted or substantively enacted by the reporting end date.
1.9
Retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are showin in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
1.10
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.
1.11
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.
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. No significant estimates and judgements have been made in these financial statements.
3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
2,000
2,000
4
Employees
The average monthly number of employees, excluding the directors, was:
2024
2023
Number
Number
10
10
Staff costs were as follows:
2024
2023
£
£
Wages and salaries
1,029,475
908,054
Social security costs
113,073
86,997
Pension costs
73,995
143,888
1,216,543
1,138,939
The directors did not receive any remuneration for their services to the Company during the year (2023: £Nil)
5
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
456,131
371,575
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
6
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(977,532)
(762,475)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(244,383)
(179,334)
Group relief
244,383
179,334
Taxation charge for the year
-
-
7
Tangible fixed assets
Computers
£
Cost
At 1 January 2024
Additions
92,372
At 31 December 2024
92,372
Depreciation and impairment
At 1 January 2024
Depreciation charged in the year
3,269
At 31 December 2024
3,269
Carrying amount
At 31 December 2024
89,103
At 31 December 2023
8
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
9
35,068,205
35,029,205
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Fixed asset investments
(Continued)
- 18 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
35,029,205
Valuation changes
39,000
At 31 December 2024
35,068,205
Carrying amount
At 31 December 2024
35,068,205
At 31 December 2023
35,029,205
The above valuation change reflects an update to the cost of investment of prior year acquisitions.
9
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Pyroguard UK Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
100.00
-
Fire Glass UK Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
100.00
-
Pyroguard France SARL
Parc d'activites communautaire n01, 145 rue des Roseaux, 57455 Seingbouse
Ordinary
100.00
-
Sejal Fire Baan Private Limited
173/174 Sezal Encasa, S.V. Road, Kandavali (West), Mumbai, 400067
Ordinary
0
49.00
Technical Fire Seals Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
0
100.00
Pyroguard Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
0
100.00
Mann McGowan Group Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
100.00
-
Mann McGowan Ventilation Products Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
100.00
-
Mann McGowan Intumescents Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
0
100.00
Mann McGowan Limited
International House, Millfield Lane, Haydock, Merseyside, WA11 9GA
Ordinary
0
100.00
Post year end, Technical Fire Seals Limited, Pyroguard Limited and Mann McGowan Intumescents Limited were dissolved.
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
450,756
636,849
Other debtors
1,286
Prepayments and accrued income
3,263
19,623
454,019
657,758
Amounts owed by group undertakings are interest free and repayable on demand.
11
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
19,579
37,580
Amounts owed to group undertakings
16,803,191
15,954,867
Taxation and social security
229,982
88,250
Other creditors
250,000
Accruals and deferred income
25,081
100,237
17,327,833
16,180,934
Held within amounts owed to group undertakings is a loan balance with svt Holdings GmbH of £4,044,164 which attracts interest at 5.5% above 3 month EURIBOR. Interest is rolled into the principal balance and interest of £882,229 has been accrued to the balance sheet date. The loan and accrued interest is due for repayment on 30 November 2025.
The remaining amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.
12
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
250,000
500,000
13
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
73,995
143,888
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
PLUTO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
19,857,873
19,857,873
198,579
198,579
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
15
Reserves
Share premium
Includes any premiums received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
Includes the current and prior period retained profit and losses.
16
Related party transactions
The Company has taken advantage of the exemption under FRS 102 (section 33) Related Party Disclosure and has not disclosed transactions with group companies.
17
Ultimate controlling party
Pluto Midco Limited is the immediate parent undertaking of the company and is a company incorporated in England and Wales. Its registered office is International House, Millfield Lane, Haydock, Merseyside, United Kingdom, WA11 9GA.
The smallest group of undertakings for which consolidated financial statements have been drawn up is that headed by svt Holding GmbH. Copies of the consolidated financial statements of the group can be obtained from the registered address of svt Holding GmbH, Glusinger Str. 86 21217, Seevetal, Niedersachsen Germany.
The directors consider the ultimate parent undertaking and controlling party of the company to be Apheon svt LTVF SCSp, a company registered in Luxembourg.
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