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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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MICO HOLDING LTD
COMPANY INFORMATION
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MICO HOLDING LTD
CONTENTS
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MICO HOLDING LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are pleased to present their report and the financial statements of the Group for the year ended 31 December 2024.
MICO Holding Ltd is the parent company of the ERA Group, a global consultancy specialising in cost optimisation, supply chain transformation, and business insight services. Through its subsidiaries and international franchise network, MICO provides strategic direction, governance, and other financial benefits.
The Group operates an outcome-based consultancy model, meaning clients only pay if financial benefits are achieved. This approach aligns ERA’s goals with those of its clients, ensuring value delivery and long-term partnerships. Strategic priorities During 2024 ERA Groups management focused on transitioning the business into the next phase of its growth, recruiting a new CEO, CFO and securing investment for the future from Horizon Capital. Operationally ERA Group continued to strengthen its franchisee recruitment and expand into new territories whilst supporting the growth of its franchisees. Following the investment from Horizon in May 2025 ERA Group plans to increase the earning potential of its Franchisees by:
∙Investing in a Digital Transformation Project scaling operations through digital tools, data analytics and AI
∙Rolling out an enhanced digital client-facing platform
∙Continue to strengthen consultant recruitment and training
∙Expand into new markets via strategic acquisitions
Investment & capital structure
In May 2025, ERA secured investment from Horizon Capital to accelerate its growth strategy. This capital supports organic expansion and selective acquisitions. Market overview ERA Group operates within a growing demand environment driven by inflation, cost pressures, and supply chain challenges. Its franchise network, comprising over 1,000 consultants in more than 60 countries, positions it to meet these challenges across multiple sectors.
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MICO HOLDING LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Business review
As franchisor ERA Group specialises in the sale of franchises (Business Development) and the support on the franchise networks (Professional Services) of over 800 franchise partners operating in over 60 countries worldwide. ERA Group franchisees use intellectual property and methodology to help clients make operating cost savings and provide insights in their businesses. The benefits identified and delivered by a franchisee are shared between the client and the franchisee, generally for a period of 2-3 years. The franchisee will then pay a management fee to ERA based on their receipts from clients. In 2024, ERA Group continued its strategic expansion including securing a majority investment from Horizon Capital in May 2025. 2024 Revenue of £17.2m grew 3%, primarily from the continued growth in Royalties generated from Professional Services. The recurring and repeating revenues provides ERA Group with a strong platform for continued growth supporting franchise business units whilst expanding the global network in new and developed territories.
ERA has historically demonstrated that it can operate successfully regardless of the economic climate. During a recession there is increased demand from clients for expertise to help businesses recover and improve profitability. The largest uncertainty to franchise sales operations are periods of low unemployment as this reduces the availability of new candidates.
The scale, diversity and specialist knowledge of the network combined with the outcome-based remuneration model makes ERA Group unique in a competitive market. As the Group operates in numerous jurisdictions, there is risk of exchange rate fluctuations. The Group mitigates this risk by holding most of its liquid assets in the main trading currencies, GBP, USD and EUR. Debt drawn down following the investment from Horizon has been matched to the primary currencies of the group’s income. Credit risk is managed through the Group's debt management policy ensuring appropriate credit terms and protections within the Franchise Agreements.
The key indicators used to measure performance are:
As Franchisor ERA Group’s performance is driven by the sustainable growth of the franchise network through the signing of new and retention of existing franchise business units. The number of projects delivered, and the client savings drives the Global Franchisee Net Receipts of which ERA Group collects its revenue via royalties.
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MICO HOLDING LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
MICO is committed to engaging its key stakeholders:
∙Clients: value-based, measurable outcomes
∙Franchisees: training, digital tools, global network
∙Employees: collaborative culture, development opportunities
∙Investors: transparent communication and strategic returns
This report was approved by the board and signed on its behalf.
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MICO HOLDING LTD
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.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation and minority interests, amounted to £1,664,342 (2023 - £3,896,420).
There were no dividends declared or paid in the year (2023 - £Nil).
The directors who served during the year were:
MICO Holding Ltd serves as the parent company of the ERA Group an international consultancy network. Its principal activity is providing strategic, financial, and governance oversight to its operating subsidiaries.
ERA Group is a global leader in cost optimisation, supply chain consulting, and data-driven insights, delivered through a scalable network of franchise partners.
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MICO HOLDING LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The company falls outside the scope of the requirements of Part 7A of Schedule 7 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 and accordingly has not included disclosures concerning greenhouse gas emissions, energy consumption, and energy efficiency action.
Certain items required under Schedule 7 to be disclosed in the Directors' Report are set out in the Strategic Report in accordance with S.414C(II) of the Companies Act 2006; these being the Group's principal risks and uncertainties.
On 30th May 2025 Horizon Capital completed a majority investment along with existing management to acquire 100% share capital in MICO Holding and its subsidiaries via UK Pluto Bidco Ltd.
Corresponding with the transaction ERA Group reacquired the direct Franchisor ownership of the DACH and Spanish territories.
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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MICO HOLDING LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD
We have audited the financial statements of MICO Holding Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Group's or the parent 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.
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MICO HOLDING LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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MICO HOLDING LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙enquiry of management around actual and potential litigation claims;
∙enquiry of entity staff to identify any instances of non-compliance with laws and regulations;
∙performing audit work over the risk of management 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 bias;
∙reviewing minutes of meetings of those charged with governance; and
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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MICO HOLDING LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD (CONTINUED)
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.
for and on behalf of
Statutory Auditor
Maidstone
United Kingdom MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
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MICO HOLDING LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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MICO HOLDING LTD
REGISTERED NUMBER: 12384054
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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MICO HOLDING LTD
REGISTERED NUMBER: 12384054
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 43 form part of these financial statements.
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MICO HOLDING LTD
REGISTERED NUMBER: 12384054
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 43 form part of these financial statements.
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