ACCOUNTS - Final Accounts preparation

Staff costs, including directors' remuneration, were as follows:

Registered number: 13164890

SUSTAINABLE BIDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

SUSTAINABLE BIDCO LIMITED

COMPANY INFORMATION

DIRECTORS	Mrs A L Cooke (resigned 3 February 2025)
	Mr A J Cooke (resigned 3 February 2025)
	Mr J Lowe
	Mr M O'Rourke
	Mrs E Thorne (resigned 10 October 2024)
	Bridges Fund Management Limited
	Mr B P Blackwell (appointed 1 January 2025)
	Mr H S M Jones (appointed 1 July 2024)


REGISTERED NUMBER	13164890


REGISTERED OFFICE	Lower Tweed Mill
	Shinners Bridge
	Dartington
	Totnes
	Devon
	TQ9 6JB


INDEPENDENT AUDITORS	Bishop Fleming Audit Limited
	Chartered Accountants & Statutory Auditors
	Brook House
	Winslade Park
	Manor Drive
	Clyst St Mary
	Exeter
	EX5 1GD

SUSTAINABLE BIDCO LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Directors' responsibilities statement	4
Independent auditors' report	5 - 8
Statement of comprehensive income	9
Statement of financial position	10
Statement of changes in equity	11
Notes to the financial statements	12 - 20

SUSTAINABLE BIDCO LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 30 APRIL 2025

INTRODUCTION

As disclosed in note 1 of these financial statements, Sustainable Bidco Limited was incorporated on 28 January 2021 and acquired by Sustainable Topco Limited on this date. The Group then subsequently acquired Nkuku Limited on the 2 March 2021. Sustainable Topco and Sustainable Bidco act as holding companies, Nkuku is the trading company within the Group.

BUSINESS REVIEW

The results for the period for the Company show a loss of £6m.
Please refer to Sustainable Topco Limited's financial statements for result for the Group, disclosed within the Group strategic report.
The financial statements for Sustainable Topco Limited (company number: 13164898) can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

PRINCIPAL RISKS AND UNCERTAINTIES

Global economic uncertainties, geo-political factors, cost-of-living pressures, national insurance contributions and high interest rates continue to have an impact on consumer behaviour and spending power.
The trading company within the Group, Nkuku Limited. bares a risk of unfavourable changes in foreign currency markets as a large amount of supplier payments are made US$. The trading company hedges its forecast purchasing, monitors exchange rates and reviews its foreign currency risk on a regular basis. Due to the volatility of shipping costs, the trading company has fixed rates for the majority of financial year 25/26.

SOCIAL, COMMUNITY AND HUMAN RIGHTS

Nkuku Limited has a long-standing commitment to honest and ethical conduct in its relationships with suppliers, customers and employees. The trading company is refining and improving their existing supplier audit process to protect and champion human rights of the workers in the supply chain. Nkuku Limited is a member of B Corp, with 2,500 other UK companies meeting a high standard of social and environmental performance, transparency and accountability. Nkuku is proud to be a real living wage employer.

ENVIRONMENTAL

The business considers the environment in the development and packaging of all products. Our strategy includes development of measurable targets for the use sustainable materials and recycled or recyclable packaging. We have Sustainability and Environmental policies which are published on Nkuku's website.

This report was approved by the board on 4 November 2025 and signed on its behalf.

Mr M O'Rourke

Director

Page 1

SUSTAINABLE BIDCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 APRIL 2025

The directors present their report and the financial statements for the year ended 30 April 2025.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £6,049,565 (2024: loss £847,530).

The dividends paid in the year were £Nil, the proposed dividend not provided for is £Nil.

DIRECTORS

The directors who served during the year were:

Mrs A L Cooke (resigned 3 February 2025)

Mr A J Cooke (resigned 3 February 2025)

Mr J Lowe

Mr M O'Rourke

Mrs E Thorne (resigned 10 October 2024)

Bridges Fund Management Limited

Mr B P Blackwell (appointed 1 January 2025)

Mr H S M Jones (appointed 1 July 2024)

PRINCIPAL RISKS AND UNCERTAINTIES

Credit Risk

Appropriate checks are undertaken before a new customer is accepted. Regular and detailed reviews of the debtors ledger are undertaken and appropriate action instigated to collect any overdue amounts which assists in optimising the company's liquidity.

Liquidity Risk

Liquidity is under continuous review in order to ensure that there are sufficient funds available to meet liabilities as they fall due.

DISCLOSURE OF INFORMATION TO 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's auditors are 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's auditors are aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Company since the year end.

AUDITORS

The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 2

SUSTAINABLE BIDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 APRIL 2025

This report was approved by the board and signed on its behalf.

Mr M O'Rourke

Director

Date: 4 November 2025

Lower Tweed Mill

Shinners Bridge

Dartington

Totnes

Devon

TQ9 6JB

Page 3

SUSTAINABLE BIDCO LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 30 APRIL 2025

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4

SUSTAINABLE BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE BIDCO LIMITED

OPINION

We have audited the financial statements of Sustainable Bidco Limited (the 'Company') for the year ended 30 April 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 30 April 2025 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 Auditors' 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 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.

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.

OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Page 5

SUSTAINABLE BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE BIDCO LIMITED (CONTINUED)

OPINION ON OTHER MATTERS 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 the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' responsibilities statement 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.

Page 6

SUSTAINABLE BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE BIDCO LIMITED (CONTINUED)

AUDITORS' 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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙the nature of the sector, control environment and the Company's performance;

∙results of our enquiries of management and the Directors, about their own identification and assessment of the risks of irregularities;

∙any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

°the matters discussed among the audit engagement team regarding how and wehre the fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, and identified the greatest potential for fraud as incorrect recognition of revenue and management override using manual journal entries.

We have obtained an understanding of the legal and regulatory frameworks that the Company operated in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we have considered in this context include UK Companies Act, FRS 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations 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. These included data protection regulations, occupational health and safety regulations, and employment legislation.

Our procedures to respond to risks identified included the following:

∙reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;

∙enquiring of Directors and management concerning actual and potential litigation and claims;

∙performing procedures to confirm material compliance with the requirements of the above regulations;

∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

∙reading minutes of director meetings; and

∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

Page 7

SUSTAINABLE BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE BIDCO LIMITED (CONTINUED)

We also communicated relevant identified laws and regulations and potential fraud risks to all enagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 an 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 would become aware of it.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Munro FCA (Senior statutory auditor)

for and on behalf of

Bishop Fleming Audit Limited

Chartered Accountants

Statutory Auditors

Brook House

Winslade Park

Manor Drive

Clyst St Mary

Exeter

EX5 1GD

18 November 2025

Page 8

SUSTAINABLE BIDCO LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2025

	2025	2024
Note	£	£


Administrative expenses		(735,581)	(476,949)
Operating loss		(735,581)	(476,949)
Income from shares in group undertakings		-	1,816,882
Amounts written off investments	7	(4,670,000)	-
Interest payable and similar expenses	6	(643,984)	(2,187,463)
Loss before tax		(6,049,565)	(847,530)
Loss for the financial year		(6,049,565)	(847,530)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 12 to 20 form part of these financial statements.

Page 9

SUSTAINABLE BIDCO LIMITED

REGISTERED NUMBER:13164890

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2025

		2025		2024
Note		£		£

Fixed assets
Investments	7		15,164,576		19,834,576
			15,164,576		19,834,576
Current assets
Debtors: amounts falling due within one year	8	8,428		12,664
Creditors: amounts falling due within one year	9	(1,357,169)		(625,823)
Net current liabilities			(1,348,741)		(613,159)
Total assets less current liabilities			13,815,835		19,221,417
Creditors: amounts falling due after more than one year	10		(13,541,647)		(26,162,847)

Net assets/(liabilities)			274,188		(6,941,430)

Capital and reserves
Called up share capital	12	5,000,001	1
Profit and loss account	13	(4,725,813)	(6,941,431)
		274,188	(6,941,430)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr M O'Rourke

Director

Date: 4 November 2025

The notes on pages 12 to 20 form part of these financial statements.

Page 10

		SUSTAINABLE BIDCO LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 May 2023	1	(6,093,901)	(6,093,900)
Comprehensive income for the year
Loss for the year	-	(847,530)	(847,530)
Total comprehensive income for the year	-	(847,530)	(847,530)

At 1 May 2024	1	(6,941,431)	(6,941,430)
Comprehensive income for the year
Loss for the year	-	(6,049,565)	(6,049,565)
Total comprehensive income for the year	-	(6,049,565)	(6,049,565)
Contributions by and distributions to owners
Shares issued during the year	5,000,000	-	5,000,000
Other contributions by owners	-	8,265,183	8,265,183
At 30 April 2025	5,000,001	(4,725,813)	274,188

The notes on pages 12 to 20 form part of these financial statements.

Page 11

SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

1.	GENERAL INFORMATION

The company is a private company, limited by shares and registered and incorporated in England within the United Kingdom.
The company's principal activity in the year was that of a holding company.
The registered number of the company is 13164890 and the address of the registered office is Lower Tweed Mill, Shinners Bridge, Dartington, Totnes, Devon, TQ9 6JB.
The company was incorporated on 28 January 2021 and acquired by Sustainable Topco Limited which was also incorporated on 28 January 2021. The group acquired Nkuku Limited on 2 March 2021.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Sustainable Topco Limited as at 30 April 2025 and these financial statements may be obtained from Companies House.

2.3

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.4

GOING CONCERN

The company does not trade, therefore to continue as a going concern it is reliant on support from Nkuku Limited, this support has been guaranteed for at least the next 12 months.
The Group has prepared budgets for the period to 30 April 2027. It shows the Group to be a going concern. The Group is expected to achieve an EBIDTA of £502K for FY25/26. The Group has secured a trade finance facility to fund all working capital, capital expenditure and meet its cashflow requirements. The Group has a robust financial plan, with the intention to double the business.

This year’s Budget has used these assumptions:

∙Having previously completed a comprehensive brand positioning project, Nkuku is continuing the executional phase with a focus on compelling brand storytelling across the website, digital and brand communications, to captivate and engage our target audience.

∙To reach new customers, Nkuku is forging strategic commercial partnerships with those who can unlock new audiences and authentically represent the brand and its product proposition. This includes high-performing independent retailers, specialists, destination stores, and renowned high-street names such as John Lewis and Next. By aligning with partners like John Lewis and Next the company benefits from their extensive market reach and trusted reputation, ensuring the brand resonates with a broader and more diverse audience. Alongside retail partnerships, Nkuku is also cultivating relationships with commercial and brand collaborators, as well as influencers with strong social currency, to amplify reach, enhance storytelling, and build cultural relevance across multiple touchpoints.

∙Nkuku will open its second store in the first half of the financial year, at Redbrick near Leeds – the North’s leading destination for interiors. This marks a significant milestone in the Group's multichannel strategy and demonstrates confidence in the strength and relevance of the brand beyond its home region. Redbrick provides exposure to a large, design-conscious customer base, expanding the company’s geographic reach while reinforcing its positioning within the premium, ethical furtniture and homewares market.

∙The Group's strategic approach to customer acquisition and retention will be to implement a series of segmented marketing initiatives tailored to various audience profiles.

∙Container rates have been volatile for several years; to protect against these fluctuations and give greater planning certainty we have entered a fixed contract with MSC via our Freight Forwarder Davies Turner. The contract is set to run until the end of December 2025.

∙The company has hedged, in line with budget assumptions, its foreign currency requirements for the remainder of the financial year.

The company forms part of a wider group. The Company holds no cash reserves, and cash requirements are funded by the trading company. This expenditure is fully forecast in the cashflow forecasts of Nkuku, and sufficient head room is forecast to fund these requirements. The company’s shareholders continue to support the business and facilitate necessary working capital requirements when needed.

There is no other relevant information that would have an impact on the going concern status of the Group.

2.5

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 13

SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.6

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.7

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

2.9

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.11

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are

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SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.11

FINANCIAL INSTRUMENTS (CONTINUED)

initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Valuation of investments
The company’s investments are valued at fair value, determined using an EBITDA multiple approach. Significant judgment is required in selecting the appropriate multiple and estimating maintainable EBITDA. These estimates are based on factors such as industry conditions, market data, and the investee’s performance.
As a result, there is inherent uncertainty in the valuation process, and actual results may differ from these estimates. Management regularly reviews the assumptions used to ensure they remain reasonable.

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SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Wages and salaries	450,222	292,419
Social security costs	46,190	32,641
Cost of defined contribution scheme	44,119	49,009
	540,531	374,069

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	4	3

5.	DIRECTORS' REMUNERATION
		2025	2024
		£	£

Directors' emoluments	450,222	292,419
Company contributions to defined contribution pension schemes	44,119	49,009
	494,341	341,428

	During the year retirement benefits were accruing to 4 director (2024: 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £206,621 (2024: £153,180).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £13,552 (2024: £15,318).

6.	INTEREST PAYABLE AND SIMILAR EXPENSES
		2025	2024
		£	£

	Other loan interest payable	643,984	2,187,463
		643,984	2,187,463

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SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

7.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 May 2024	19,834,576
	At 30 April 2025	19,834,576
	IMPAIRMENT
	Charge for the period	4,670,000
	At 30 April 2025	4,670,000
	NET BOOK VALUE
	At 30 April 2025	15,164,576
	At 30 April 2024	19,834,576

SUBSIDIARY UNDERTAKING
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Nkuku Limited

Lower Tweed Mill, TQ9 6JB

Ordinary

100%

DEBTORS

					2025	2024
					£	£


Amounts owed by group undertakings	-	1
Other debtors	8,428	12,663
	8,428	12,664

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SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

9.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2025	2024
		£	£

Trade creditors	40,302	22,340
Amounts owed to group undertakings	1,282,178	574,010
Other taxation and social security	14,923	14,706
Other creditors	5,693	14,743
Accruals and deferred income	14,073	24
	1,357,169	625,823

10.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		2025	2024
		£	£

Other loans	13,541,647	26,162,847
	13,541,647	26,162,847

Included within amounts owed to participating interests are the following loan notes:
Management loan notes with a principal value of £4,808,218 (2024: £7,249,000), on which there is a 0% (2024: 10%) interest charge per annum.
Management loan notes with a principal value of £115,292 (2024: £109,780) on which there is a 0% (2024: 10%) interest charge per annum.
Acquirer loan notes with a principal value of £5,039,915 (2024: £7,679,041), on which there is a 0% (2024: 10%) interest charge per annum.
Vendor loan notes with a principal value of £4,000,000 (2024: £4,000,000) , on which there is a 5% (2024: 5%) interest charge per annum.
BFM priority loan note with a principlal value of £1,000,000 (2024: £1,000,000) , on which there is a 5% (2024: 5%) interest charge per annum.
Consideration loan notes with a principal value of £38,874 (2024: £38,874), on which there is no interest charged.
On 28 October 2024, the company, entered into a deed to waive all accrued and unpaid interest on the Investor Loan Notes, the Investor Note Instrument, the Manager loan notes and the manager loan note instrument. The deed also amended the rate of interest that applies to the loan notes to 0% and issued 5,000,000 new deferred shares.
These deferred shares carry no voting or dividend rights. They are only redeemable in the event of a sale of the business and are included in share capital at the year end.
The redemption date for the loan notes is 2 March 2028, where the amounts will be repayable in full, including all accrued interest.

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SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025



AMOUNTS FALLING DUE 2-5 YEARS
Other loans	13,541,647	26,162,847
	13,541,647	26,162,847

	13,541,647	26,162,847

12.	SHARE CAPITAL
		2025	2024
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

100 (2024: 100) Ordinary shares of £0.01 each	1	1
5,000,000 (2024: Nil) Deferred shares of £1.00 each	5,000,000	-

	5,000,001	1

On 28th October 2024, the company issued 5,000,000 deferred shares of a nominal value of £1.

13.

RESERVES

Profit and loss account

This includes all current and prior period retained profits and losses.

14.	PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £44,119 (2024: £16,810). Contributions totalling £5,693 (2024: £12,396) were payable to the fund at the reporting date and are included in creditors.

15.	RELATED PARTY TRANSACTIONS
	The company has taken the exemption available under the requirements of Section 33 Related Party Disclosures paragraph 33.1A, in not providing details of any transactions entered into between two or more members of a wholly owned group.

Page 19

SUSTAINABLE BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

16.	POST BALANCE SHEET EVENTS

There have been no events since the balance sheet date which require disclosure in these financial statements.

17.	CONTROLLING PARTY

The ultimate controlling party is Bridges Sustainable Growth Fund IV (General Partner) LLP.

Page 20