The directors present their annual report on the affairs of Gotham Midco Limited (the "Company"), together with the audited financial statements, for the year ended 31 December 2024.

This Directors report has been prepared in accordance with the special provisions relating to small companies. The Company is availing of the exemption from preparing a strategic report or enhanced business review under part 15 of section 414B of the Companies Act 2006.

The principal activity of the company continued to be that of a holding company.

The results for the year are set out on page 7. The Company generated a pre-tax loss of €503,084 (2023: loss of €511,648). Net assets at 31 December 2024 stood at €736,158,748 (2023: €736,661,832).

During the financial year, no interim dividends were paid.

Key performance indicators

The Company's primary role is an intermediate holding company and as such it has no material trading activities and therefore there are no key performance indicators to be disclosed.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Company has not made qualifying third party indemnity provisions for the benefit of its Directors during the year and up to the date of this report.

The Company made no political and charitable donations during the financial year.

The main features of the Company's events after the balance sheet date can be found in note 19.

The Company will continue to operate as a holding company in the future.

The directors conducted a going concern assessment of the Company prior to signing these financial statements. Based on this assessment, the Company has sufficient working capital funding available to cover its expenses for a period of 12 months from the date the financial statements are authorised for issue, supported by the dividend received from its subsidiary, Forterro Sweden AB as disclosed in note 20. No material uncertainties were identified during the assessment and therefore the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The objectives of the Company are to manage the Company's financial risk, secure cost effective funding for the Company's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.

The Company finances its activities with a combination of shareholder loan arrangements and shareholders' equity. Other financial assets and liabilities such as trade debtors and trade creditors, arise directly from the Company's operating activities.

Domicile and legal form

The Company is limited by shares and registered in England and Wales. The Company is UK tax resident.

Principal risks and uncertainties

The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes as disclosed in note 17.

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 UK-adopted international accounting standards.

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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

Directors' confirmations

In the case of each director in office at the date the Directors’ Report is approved:

• so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

We have audited the financial statements of Gotham Midco Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and the related notes 1 to 20, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

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 UK adopted international accounting standards; 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'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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

Other information

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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has 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 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.

As explained more fully in the directors' responsibilities statement (set out on page 2), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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 or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (IFRS and the Companies Act 2006) and the relevant direct and indirect tax compliance regulations. In addition, the Company must comply with laws, and regulations relating to health and safety, data protection, and anti-bribery and corruption.

• We understood how Gotham Midco Limited is complying with those frameworks by making enquires of management. We corroborated our enquires through our review of board minutes.

• We assëssed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur through discussions with management to understand where they considered there was susceptibility to fraud in the Company.

• Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved obtaining and reading correspondence with relevant authorities where available and verifying legal and professional service expenses to source documentation.

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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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.

There were no components of 'other comprehensive income' which are required to be separately disclosed during the current year.

All of the amounts above are in respect of continuing operations.

The notes on pages 11 to 20 form part of these financial statements.

The notes on pages 11 to 20 form part of these financial statements.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accourting records and preparation of financial statements.

The notes on pages 11 to 20 form part of these financial statements.

The notes on pages 11 to 20 form part of these financial statements.

Gotham Midco Limited (the "Company") is a private company limited by shares incorporated in England and Wales. The registered office is Newton Court,, Saxilby Enterprise Park Skellingthorpe Road,, Saxilby, Lincoln, England, LN1 2LR. The company's principal activities and nature of its operations are disclosed in the directors' report.

The Company is a wholly-owned subsidiary undertaking of PG Investment Company 22 S.à.r.l., a company incorporated in Luxembourg.

The Company's financial year starts 1 January and ends 31 December.

The Company’s financial statements are presented in EUR ("€"), which is also the Company’s functional currency and all values are rounded to the EUR, unless otherwise indicated. In addition these financial statements present the statement of cash flows using the indirect method.

The Company financial statements have been prepared and approved by the directors in accordance with UK-adopted international accounting standards (“UK-adopted IFRS”).

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. The nature of estimates means that actual outcomes could differ from those estimates.

The Company has taken advantage of the exemption under Companies Act 2006 section 401 (1), which states that a subsidiary undertaking may be excluded from preparing group accounts if it is itself a subsidiary undertaking and its immediate parent undertaking is not established under the law of the United Kingdom.

Statement of compliance

The financial statements for the year ended 31 December 2024 have been prepared in accordance with UK-adopted international accounting standards (“UK-adopted IFRS”). The standards applied by the Company are those endorsed by United Kingdom Company law and effective at the date the financial statements are approved by the Board. All the accounting policies have been consistently applied in the financial statements.

The directors conducted a going concern assessment of the Company prior to signing these financial statements. Based on this assessment, the Company has sufficient working capital funding available to cover its expenses for a period of 12 months from the date the financial statements are authorised for issue, supported by the dividend received from its subsidiary, Forterro Sweden AB as disclosed in note true20. No material uncertainties were identified during the assessment and therefore the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

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

Investments in subsidiaries are stated at cost, less any provision for impairment. The Company assesses its investment for impairment whether events or changes in circumstances indicate that the carrying value may not be recoverable. If such indication of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs of dispoal and value in use. If the carrying amount exceeds the recoverable amount, the investment is written down to its recoverable value.

Cash and cash equivalents comprise cash balances and call deposits.

Financial assets are recognised on their trade date, when the Company becomes party to the contractual provisions of the instrument.

Classification and measurement

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus, transaction costs.

For financial assets held at amortised cost, IFRS 9 requires the Company’s financial assets to be subject to a forward looking expected credit loss model ("ECL"). The expected loss rates are based upon the historical credit losses experienced within the year, adjusted for current and forward looking information on macroeconomic factors affecting the liability of the receivable to settle.

Financial assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the debtor. Impaired debts are derecognised when they are assessed as uncollectible.

All impairment losses are recognised in the statement of comprehensive income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as trade and other payables as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of trade and other payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables.

Share capital

Share capital consists of ordinary shares which are classified as equity when there is no obligation to transfer cash or other assets.

Share premium

The consideration received above the nominal value of the Ordinary shares is classified as share premium.

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

Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the date of the statement of financial position.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date, whereas the deferred tax assets will be recognised to the extent that they do not exceed the deferred tax liability.

Deferred tax liabilities are recognised for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re‐assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event for which, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Provisions are recognised as the present value of the expenditures expected to be required to settle the obligation. No provision is recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligation as a whole. A provision may be recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences are recognised in the statement of comprehensive income within ‘Finance income’ or ‘Finance costs’.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Administrative expenses

Expenses are recognised in the statement of comprehensive income in the year in which they are incurred and include administration expenses such as marketing expenses, leasing fees, professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.

Amendments to IFRSs that are mandatorily effective for the current period

In the current year, the Company has applied a number of new standards and amendments to existing IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

• Lease liability in a Sale and Leaseback (Amendments to IFRS 16) (Effective 1 January 2024)

• Non-current Liabilities with Covenants and Classification of Liabilities as Current or Non-current (Amendments to IAS 1) (Effective 1 January 2024)

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) (Effective 1 January 2024)

• IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate related disclosures (Effective 1 January 2024)

All of the amendments listed above did not have any impact on the amounts recognised in current period and are not expected to significantly affect future periods.

There are no other IFRSs or IFRS IC interpretations that are effective for the first time for the financial year beginning on or after 1 January 2024 that would be expected to have a material impact on the Company.

As at the date of authorisation of these financial statements, the following key standards and amendments were in issue but not yet effective. The Company has not applied these standards and interpretations in the preparation of these financial statements.

• Lack of Exchangeability (Amendments to IAS 21) (Effective 1 January 2025)

None of the IFRSs or IFRS IC interpretations that are in issue but not yet effective are expected to have a material impact on the Company.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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.

Included within these professional fees, €403,564 (2023: €313,417) relates to recharges in relation to non-executive Directors fees which are paid by subsidiaries of Gotham Midco Limited.

The Company has no employees and services required are contracted from third parties.

The Directors remuneration for the current year was borne by other affiliated companies. Recharges of €403,564 (2023:€313,417) relating to director’s remuneration was made to the Company for the services of the Directors.

The charge for the year can be reconciled to the loss per the income statement as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

€2,000,000 was invested in Yellow Castle AB on 29 December 2023 however the payment was made 17 January 2024.

On 24th July 2023, a share allotment of 1 ordinary share with a nominal value of £0.01 and a share premium of £14,468,360.99 was issued to PG Investment Company 22 S.a.r.l. This was performed as a capitalisation and subscription of loan notes held at a capitalised value of €16,737,000.

29 December 2023, 1 ordinary share was allotted. Consideration received £2,781,674.40.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

The Company does not have any capital commitments or contingent liabilities that have not been included in these financial statements.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

On 2nd January 2024, the Company repaid Yellow Castle AB €1,551,444.

On 17th January 2024, the Company repaid Yellow Castle AB €2,000,000.

On 24th May 2024, the Company repaid Yellow Castle AB €64,722.

The Company’s principal financial assets and liabilities comprise of trade and other receivables and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations.

Principal risks and uncertainties

The Company’s activities expose it to a variety of financial risks: market risk (including interest rate risk, credit risk, foreign currency risk and liquidity risk.

Risk management is carried out by applied policies approved from the Board of Directors of the Company. The Board of Directors of the Company provided principles for overall risk management as well as policies covering specific areas such as interest rate risks, credit risk and investment of excess liquidity.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i) Foreign currency risk

Foreign exchange risk is the risk that that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchanges rates. The Company is exposed to an immaterial level of currency risk as all of the Company’s financial assets and liabilities are denominated in euro.

ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest is very limited.

Credit risk

The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is the total carrying amount of the financial assets as set out in the statement of financial position.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. When funds are required capital contributions are called from the shareholders.

The table below summarises the company’s non-derivative financial liabilities as per IFRS 7.39 into relevant maturity profiles, based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

The Company is a wholly-owned subsidiary of PG Investment Company 22 S.à.r.l., a company incorporated and registered in Luxembourg at Rue Eugene Ruppert 62453, Luxembourg. The ultimate parent undertaking is Partners Group Management (Scots) LLP.

On 28th February 2025 a share allotment of 1 ordinary share with a nominal value of £0.01 and a share premium of £46,906,693.7 was issued to PG Investment Company 22 S.a.r.l. This was performed as a non-cash consideration, being the receivables of an aggregate amount of EUR 55,500,000 contributed to Gotham Midco Limited by its immediate parent company, PG Investment Company 22 S.A.R.L.

On 13th March 2025 a dividend was received of €3,711,206 from the subsidiary company. It was decided an element would be retained for future cashflow purposes and a dividend was also paid to PG Investment Company 22 S.A.R.L. of €1,500,000.