Pluno Bidco Limited 14681716 false 2024-01-01 2024-12-31 2024-12-31 The principal activity of the company is the provision of management services, whilst its subsidiaries are principally engaged in the provision of services and equipment to the commercial catering industry. Digita Accounts Production Advanced 6.30.9574.0 true true true false true false false false false false false false false false false 14681716 2024-01-01 2024-12-31 14681716 2024-12-31 14681716 bus:Director1 2024-12-31 14681716 bus:Director2 2024-12-31 14681716 bus:Director4 2024-12-31 14681716 bus:Director5 2024-12-31 14681716 bus:Director6 2024-12-31 14681716 bus:OrdinaryShareClass1 2024-12-31 14681716 bus:Consolidated 2024-12-31 14681716 core:RetainedEarningsAccumulatedLosses 2024-12-31 14681716 core:ShareCapital 2024-12-31 14681716 core:CurrentFinancialInstruments 2024-12-31 14681716 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 14681716 core:Non-currentFinancialInstruments 2024-12-31 14681716 core:Non-currentFinancialInstruments core:AfterOneYear 2024-12-31 14681716 core:AdditionsToInvestments 2024-12-31 14681716 bus:FRS102 2024-01-01 2024-12-31 14681716 bus:Audited 2024-01-01 2024-12-31 14681716 bus:FullAccounts 2024-01-01 2024-12-31 14681716 bus:RegisteredOffice 2024-01-01 2024-12-31 14681716 bus:Director1 2024-01-01 2024-12-31 14681716 bus:Director2 2024-01-01 2024-12-31 14681716 bus:Director3 2024-01-01 2024-12-31 14681716 bus:Director4 2024-01-01 2024-12-31 14681716 bus:Director5 2024-01-01 2024-12-31 14681716 bus:Director6 2024-01-01 2024-12-31 14681716 bus:HighestPaidDirector 2024-01-01 2024-12-31 14681716 bus:OrdinaryShareClass1 2024-01-01 2024-12-31 14681716 bus:Consolidated 2024-01-01 2024-12-31 14681716 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 14681716 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 14681716 core:ShareCapital 2024-01-01 2024-12-31 14681716 core:Subsidiary1 2024-01-01 2024-12-31 14681716 core:Subsidiary1 1 2024-01-01 2024-12-31 14681716 core:Subsidiary10 2024-01-01 2024-12-31 14681716 core:Subsidiary10 1 2024-01-01 2024-12-31 14681716 core:Subsidiary2 2024-01-01 2024-12-31 14681716 core:Subsidiary2 1 2024-01-01 2024-12-31 14681716 core:Subsidiary3 2024-01-01 2024-12-31 14681716 core:Subsidiary3 1 2024-01-01 2024-12-31 14681716 core:Subsidiary4 2024-01-01 2024-12-31 14681716 core:Subsidiary4 1 2024-01-01 2024-12-31 14681716 core:Subsidiary5 2024-01-01 2024-12-31 14681716 core:Subsidiary5 1 2024-01-01 2024-12-31 14681716 core:Subsidiary6 2024-01-01 2024-12-31 14681716 core:Subsidiary6 1 2024-01-01 2024-12-31 14681716 core:Subsidiary7 2024-01-01 2024-12-31 14681716 core:Subsidiary7 1 2024-01-01 2024-12-31 14681716 core:Subsidiary8 2024-01-01 2024-12-31 14681716 core:Subsidiary8 1 2024-01-01 2024-12-31 14681716 core:Subsidiary9 2024-01-01 2024-12-31 14681716 core:Subsidiary9 1 2024-01-01 2024-12-31 14681716 core:UKTax 2024-01-01 2024-12-31 14681716 countries:EnglandWales 2024-01-01 2024-12-31 14681716 2023-12-31 14681716 core:RetainedEarningsAccumulatedLosses 2023-12-31 14681716 core:ShareCapital 2023-12-31 14681716 2023-01-01 2023-12-31 14681716 2023-12-31 14681716 bus:OrdinaryShareClass1 2023-12-31 14681716 core:CurrentFinancialInstruments 2023-12-31 14681716 core:CurrentFinancialInstruments core:WithinOneYear 2023-12-31 14681716 core:Non-currentFinancialInstruments 2023-12-31 14681716 core:Non-currentFinancialInstruments core:AfterOneYear 2023-12-31 14681716 bus:HighestPaidDirector 2023-01-01 2023-12-31 14681716 core:Subsidiary1 1 2023-01-01 2023-12-31 14681716 core:Subsidiary10 1 2023-01-01 2023-12-31 14681716 core:Subsidiary2 1 2023-01-01 2023-12-31 14681716 core:Subsidiary3 1 2023-01-01 2023-12-31 14681716 core:Subsidiary4 1 2023-01-01 2023-12-31 14681716 core:Subsidiary5 1 2023-01-01 2023-12-31 14681716 core:Subsidiary6 1 2023-01-01 2023-12-31 14681716 core:Subsidiary7 1 2023-01-01 2023-12-31 14681716 core:Subsidiary8 1 2023-01-01 2023-12-31 14681716 core:Subsidiary9 1 2023-01-01 2023-12-31 14681716 core:UKTax 2023-01-01 2023-12-31 14681716 2022-12-31 14681716 core:ShareCapital 2022-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 14681716

Pluno Bidco Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2024

 

Pluno Bidco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 19

 

Pluno Bidco Limited

Company Information

Directors

L T Creighton

G R R Dew

K W M Ho

D J Orange

Registered office

The Engine Shed
Top Station Road
Brackley
Northamptonshire
NN13 7UG

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Pluno Bidco Limited

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024. The comparative period is from 22 February 2023 to 31 December 2023.

Principal activity

The principal activity of the Company is the provision of management services, whilst its subsidiaries are principally engaged in the provision of services and equipment to the commercial catering industry.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £579,100 (period ended 31 December 2023 - £nil) and an operating loss of £301,939 (period ended 31 December 2023 - £nil). At 31 December 2024 the Company had net liabilities £4,678,736 (31 December 2023 - net assets £1). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Principal risks and uncertainties

Details of future developments, principal risks and uncertainties and key performance indicators are disclosed in the group financial statements of the company's ultimate parent company, Pluno Topco Limited.

Approved by the Board on 23 June 2025 and signed on its behalf by:


L T Creighton
Director

 

Pluno Bidco Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors of the company

The directors who held office during the year were as follows:

O Booth (appointed 25 January 2024 and ceased 22 May 2025)

L T Creighton (appointed 17 June 2024)

G R R Dew

H P Mcgonigle (resigned 20 March 2025)

The following directors were appointed after the year end:

K W M Ho (appointed 20 March 2025)

D J Orange (appointed 22 May 2025)

Disclosure of information to the 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 and the Group's auditor is unaware, and

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

Appointment of auditors

Hazlewoods LLP were appointed to the company as auditors during the period and have expressed their willingness to continue in office.

Approved by the Board on 23 June 2025 and signed on its behalf by:


L T Creighton
Director

 

Pluno Bidco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

 

Pluno Bidco Limited

Independent Auditor's Report to the Members of Pluno Bidco Limited

Opinion

We have audited the financial statements of Pluno Bidco Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 original financial statements were 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 matter

In the previous accounting period the directors of the company took advantage of audit exemption under section 480 of the Companies Act 2006. Therefore the prior period financial statements were not subject to audit.

Other information

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

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

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

 

Pluno Bidco Limited

Independent Auditor's Report to the Members of Pluno Bidco Limited

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 4, 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 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.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

 

Pluno Bidco Limited

Independent Auditor's Report to the Members of Pluno Bidco Limited

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

challenging assumptions and judgements made by management in its significant accounting estimates; and

identifying and testing journal entries, in particular any journal entries with unusual characteristics.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

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





James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

24 June 2025

 

Pluno Bidco Limited

Profit and Loss Account for the Year Ended 31 December 2024

Note

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Administrative expenses

 

(723,532)

-

Other operating income

3

579,100

-

Operating loss

4

(144,432)

-

Other interest receivable and similar income

5

9,622

-

Interest payable and similar expenses

6

(5,024,143)

-

   

(5,014,521)

-

Loss before tax

 

(5,158,953)

-

Loss for the financial year

 

(5,158,953)

-

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Pluno Bidco Limited

(Registration number: 14681716)
Balance Sheet as at 31 December 2024

Note

31 December 2024
£

31 December
2023
£

Fixed assets

 

Investments

11

45,046,096

-

Current assets

 

Debtors

12

26,213,091

1

Cash at bank and in hand

 

18,038

-

 

26,231,129

1

Creditors: Amounts falling due within one year

13

(30,796,972)

-

Net current (liabilities)/assets

 

(4,565,843)

1

Total assets less current liabilities

 

40,480,253

1

Creditors: Amounts falling due after more than one year

13

(45,639,205)

-

Net (liabilities)/assets

 

(5,158,952)

1

Capital and reserves

 

Called up share capital

16

1

1

Retained earnings

(5,158,953)

-

Shareholders' (deficit)/funds

 

(5,158,952)

1

Approved and authorised by the Board on 23 June 2025 and signed on its behalf by:
 


L T Creighton
Director

 

Pluno Bidco Limited

Statement of Changes in Equity for the Year Ended 31 December 2024

Share capital
£

Retained earnings
£

Total
£

At 1 January 2024

1

-

1

Loss for the year

-

(5,158,953)

(5,158,953)

At 31 December 2024

1

(5,158,953)

(5,158,952)


 

Share capital
£

Total
£

At 22 February 2023

1

1

At 31 December 2023

1

1

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Engine Shed
Top Station Road
Brackley
Northamptonshire
NN13 7UG
United Kingdom

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

FRS 102 allows a qualifying entity certain disclosure exemptions subject to conditions. The company has taken advantage of the following exemptions in its individual financial statements:

• from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cashflows is included in the consolidated financial statements of its ultimate parent undertaking, Pluno Topco Limited;

• from the financial instrument disclosures, required under FRS 102 paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a) (iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.29(a), 12.29(b) and 12.29A as information is provided in the consolidated financial statements of its ultimate parent undertaking, Pluno Topco Limited; and

• from disclosing the company key management personnel compensation as required by FRS102 paragraph 33.7.

Name of parent of group

These financial statements are consolidated in the financial statements of Pluno Topco Limited.

The financial statements of Pluno Topco Limited may be obtained from Companies House.

Group accounts not prepared

The financial statements present information about the company as an individual undertaking and not about its group. The company has not prepared group accounts as it is exempt from the requirements to do so by section 400 of the Companies Act 2006 as it is a subsidiary undertaking of Pluno Topco Limited, a company incorporated in England and Wales, and is included in the consolidated accounts of that company.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised when all of the following conditions are satisfied:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

the amount of revenue can be measured reliably;

it is probable that the company will receive the consideration due under the contract;

the stage of completion of the contract at the end of the reporting period can be measured reliably; and

the costs incurred and the costs to complete the contract can be measured reliably.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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 taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Investments

Investments are measured at cost less impairment.

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Cash and cash equivalents

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

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Other operating income

The analysis of the company's other operating income for the year is as follows:

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Other income

579,100

-

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

4

Operating profit

Arrived at after charging/(crediting)

Year ended
31 December
2024
£

Year ended
22 February to
2023
£

Exceptional expenses

163,366

-

Exceptional expenses include management fees to Cooperative H2 Equity Partners Fund VI U.A.

 

5

Other interest receivable and similar income

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Interest income on bank deposits

9,622

-

 

6

Interest payable and similar expenses

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Interest on bank borrowings

1,950,798

-

Interest payable on loans from group undertakings

3,073,345

-

5,024,143

-

 

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Wages and salaries

475,506

-

Social security costs

55,983

-

Pension costs, defined contribution scheme

20,034

-

551,523

-

The average number of persons employed by the company during the year, analysed by category was as follows:

Year ended
31 December
2024
No.

22 February to 31 December
2023
No.

Administration and support

2

3

2

3

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

8

Directors' remuneration

The directors' remuneration for the year was as follows:

Year ended
31 December
2024
£

22 February to
31 December
2023
£

Remuneration

372,487

-

Contributions paid to money purchase schemes

14,912

-

387,399

-

In respect of the highest paid director:

31 December
2024
£

31 December
2023
£

Remuneration

212,698

-

Company contributions to money purchase pension schemes

9,123

-

 

9

Auditors' remuneration

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Audit of the financial statements

2,500

-

Other fees to auditors

Tax compliance services

1,500

-

All other non-audit services

1,500

-

3,000

-


 

 

10

Taxation

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).

The differences are reconciled below:

Year ended
31 December
2024
£

22 February to 31 December
2023
£

Loss before tax

(5,158,953)

-

Corporation tax at standard rate

(1,289,738)

-

Tax increase arising from group relief

1,289,738

-

Total tax charge/(credit)

-

-

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

11

Investments

31 December 2024
£

31 December 2023
£

Investments in subsidiaries

45,046,096

-

Subsidiaries

£

Cost

Additions

45,046,096

Carrying amount

At 31 December 2024

45,046,096

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Country

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Buttress Holdings Limited*

England and Wales

Ordinary

100%

100%

Dace Group Limited

England and Wales

Ordinary

100%

100%

Buttress Group Limited

England and Wales

Ordinary

100%

100%

Caterparts Limited

England and Wales

Ordinary

100%

100%

Crystaltech Services (UK) Limited

England and Wales

Ordinary

100%

100%

Grey Simmonds Food Service Equipment Limited

England and Wales

Ordinary

100%

100%

Grey Simmonds Limited

England and Wales

Ordinary

100%

100%

Castlegate 123 Limited

England and Wales

Ordinary

100%

100%

HC 1225 Limited

England and Wales

Ordinary

100%

100%

Maidaid Limited

England and Wales

Ordinary

100%

100%

* Indicates subsidiaries held directly

The registered office for all companies except Crystaltech Services (UK) Limited is Radius House 51 Clarendon Road Watford Hertfordshire WD17 1HP. The registered office for Crystaltech Services (UK) Limited is 14 Redbridge Enterprise Centre Thompson Close London IG1 1TY.

The principal activity of Buttress Holdings Limited is that of a holding entity. The principal activity of Buttress Group Limited is the supply of commercial catering equipment. The principal activity of Caterparts Limited is the supply of parts for commercial catering equipment. The principal activity of Crystaltech Services (UK) Limited is the repair and maintenance of commercial catering equipment. The principal activity of Grey Simmonds Food Service Equipment Limited is the supply of commercial catering products. Grey Simmonds Limited, Castlegate 123 Limited, HC 1225 Limited and Maidaid Limited were dormant in the year.

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

12

Debtors

31 December 2024
£

31 December 2023
£

Amounts owed by group undertakings

26,212,816

-

Corporation tax asset

-

1

Prepayments

275

-

26,213,091

1

 

13

Creditors

Note

31 December 2024
£

31 December 2023
£

Due within one year

 

Loans and borrowings

14

1,222,040

-

Amounts due to group undertakings

29,157,669

-

Social security and other taxes

 

42,460

-

Accruals

 

374,803

-

 

30,796,972

-

Due after one year

 

Loans and borrowings

14

45,639,205

-

 

14

Loans and borrowings

Current loans and borrowings

31 December
2024
£

31 December
2023
£

Bank borrowings

1,222,040

-

Non-current loans and borrowings

31 December 2024
£

31 December 2023
£

Bank borrowings

16,509,607

-

Loan notes - amounts due to group undertakings

29,129,598

-

45,639,205

-

Bank borrowings in the year comprise two facilities advanced in January 2024, Facility A and Facility B. Facility A
includes £4,888,170 on which interest is payable at a margin of 4.25% above SONIA. Facility B includes
£13,544,300 on which interest is payable at a margin of 4.75% above SONIA. Facility A is repayable in equal
instalments beginning in June 2024 and expiring in December 2028. Facility B is repayable in January 2029.

Bank borrowings are stated net of debt costs capitalised of £700,823 (31 December 2023 - £nil). The group has a
revolving credit facility of £3,000,000. Interest on the revolving facility is payable at a rate of 35% of the applicable
margin of 4.25%. Bank borrowings are secured by way of fixed or floating charges over all assets of the group
headed by Pluno Topco Limited

 

Pluno Bidco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Loan notes - amounts due to group undertakings include £26,077,416 (31 December 2023: £nil) of unsecured loan notes bearing interest at a rate of 12.50% per annum, compounding annually on each interest date. Loan notes include accrued interest of £3,052,182 (31 December 2023: £nil).

 

15

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £20,034 (2023 - £Nil).

 

16

Share capital

Allotted, called up and fully paid shares

31 December 2024

31 December 2023

No.

£

No.

£

Ordinary shares of £1 each

1

1

1

1

       
 

17

Commitments

The company has given a cross guarantee in respect of the bank borrowings.This guarantee is supported by a fixed and floating charge over the assets and undertakings of the company and a right of set off between the respective companies' debit and credit balances.

 

18

Controlling party

The company's immediate parent and most senior parent entity producing publicly available financial statements is Pluno Topco Limited. These financial statements are available upon request from Companies House.