ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 14489778

EMBARK BIDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

EMBARK BIDCO LIMITED

COMPANY INFORMATION

Directors	G Browning
	R D Morrison
	M Ash


Registered number	14489778


Registered office	New Brook Buildings C/O Eca International
	16 Great Queen Street
	London
	WC2B 5DG


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

EMBARK BIDCO LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2
Directors' responsibilities statement	3
Independent auditor's report	4 - 7
Profit and loss account	8
Balance sheet	9
Statement of changes in equity	10
Notes to the financial statements	11 - 20

EMBARK BIDCO LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2025

Business review

The company was incorporated in November 2022 to facilitate and hold investment in business group Employment Conditions Abroad Ltd. Embark Bidco Ltd acquired 100% of the issued share capital of the business group on 28 April 2023.

Principal risks and uncertainties

The core activity of the company is the provision of management services to the business group. The risks and uncertainties associated with the business group and the environment in which it operates are outlined in the strategic report of the group, Employment Conditions Abroad Ltd.

Financial key performance indicators

The value of the company’s investments is subject to the underlying performance of its trading companies, which track key performance indicators in each of its service areas on an individual entity level.

The interest payable on the loan financing used to acquire Employment Conditions Abroad Ltd meant the company recorded a pre-tax operating loss of £652,478 for the year.

The board monitors risk factors in relation to all business activities, including long-term structural changes in the market, the evolving regulatory environment around data privacy, access to talent and the impact on global growth of the wider geo-political uncertainty.

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

M Ash Director

Date: 29 May 2026

Page 1

EMBARK BIDCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MAY 2025

The directors present their report and the financial statements for the year ended 31 May 2025.

Results and dividends

The loss for the year, after taxation, amounted to £652,478 (2024 - loss £708,198).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

G Browning

R D Morrison

M Ash (appointed 3 December 2024)

A B Shaw (resigned 29 September 2024)

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

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 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's auditor is aware of that information.

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

M Ash

Director

Date: 29 May 2026

Page 2

EMBARK BIDCO LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 MAY 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;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 3

EMBARK BIDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK BIDCO LIMITED

FOR THE YEAR ENDED 31 MAY 2025

Opinion

We have audited the financial statements of Embark Bidco Limited (the 'company') for the year ended 31 May 2025, which comprise the profit and loss account, the balance sheet, 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 31 May 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 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 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 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.

Page 4

EMBARK BIDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK BIDCO LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

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 3, 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 5

EMBARK BIDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK BIDCO LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

Auditor's responsibilities for the audit of the financial statements

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

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:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with trustees and other management, and from our commercial knowledge and experience of the company's sector;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operation of the company including the Companies Act 2006 and taxation legislation;

∙we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal control in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation; and

∙enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with law and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Page 6

EMBARK BIDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK BIDCO LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

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.

Nicholas Winters (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

Date: 29 May 2026

Page 7

EMBARK BIDCO LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MAY 2025

	2025	2024
Note	£	£


Turnover	3	1,866,241	1,313,124
Administrative expenses		(1,835,604)	(1,295,547)
Operating profit		30,637	17,577
Interest receivable and similar income	6	39,151	-
Interest payable and similar expenses	7	(722,266)	(725,775)
Loss before taxation		(652,478)	(708,198)
Tax on loss	8	-	-
Loss for the financial year		(652,478)	(708,198)

There are no items of other comprehensive income for either the year or the prior year other than the loss for the year. As a result, no separate statement of comprehensive income has been presented.

Page 8

REGISTERED NUMBER:14489778

EMBARK BIDCO LIMITED

BALANCE SHEET

AS AT 31 MAY 2025

		2025		2024
Note		£		£

Fixed assets
Investments	9		6,472,272		6,472,272
Current assets
Debtors: amounts falling due within one year	10	1,267,113		1,393,241
Cash at bank and in hand	11	202,169		-
		1,469,282		1,393,241
Creditors: amounts falling due within one year	12	(191,457)		(185,171)
Net current assets			1,277,825		1,208,070
Total assets less current liabilities			7,750,097		7,680,342
Creditors: amounts falling due after more than one year	13		(9,746,221)		(9,023,988)

Net liabilities			(1,996,124)		(1,343,646)

Capital and reserves
Called up share capital	15	-	-
Profit and loss account	16	(1,996,124)	(1,343,646)
Total shareholders' deficit		(1,996,124)	(1,343,646)

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

M Ash

Director

Date: 29 May 2026

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

Page 9

EMBARK BIDCO LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

	Profit and loss account	Total equity
	£	£
At 1 June 2023	(635,448)	(635,448)
Comprehensive income for the year
Loss for the financial year	(708,198)	(708,198)

At 1 June 2024	(1,343,646)	(1,343,646)
Comprehensive income for the year
Loss for the financial year	(652,478)	(652,478)
At 31 May 2025	(1,996,124)	(1,996,124)

Page 10

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

1.	General information

Embark Bidco Limited holds an investment in business group, Employment Conditions Abroad Ltd.

The company is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is New Brook Buildings 2nd Floor, 16 Great Queen Street, London, WC2B 5DG.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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.

The company was, at the end of the year, a wholly-owned subsidiary of Embark Topco Limited, whose registered address is New Brook Buildings 2nd Floor, 16 Great Queen Street, London, WC2B 5DG. Embark Topco Limited prepares consolidated financial statements, in which the company is included. In accordance with the exemption given in Section 400 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.

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 requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirement of Section 7 Statement of Cash Flows;

∙the requirement of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis notwithstanding the fact that the company has a deficiency on total equity at the end of the year. The directors consider this basis to be appropriate as the company has received a letter of financial support from its parent company.

Page 11

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.3

Revenue

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 received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

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.

2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 12

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.7

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

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

The company’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Page 13

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

Impairment of financial assets (continued)

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.8

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.9

Share capital

Ordinary shares are classified as equity.

	Services provided to group companies	1,866,241	1,313,124

All turnover arose within the United Kingdom.

Page 14

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

4.	Employees
		2025	2024
		£	£

Wages and salaries	1,082,084	760,263
Social security costs	141,622	94,424
Cost of defined contribution scheme	75,928	56,100
	1,299,634	910,787

The employees contracted under the company are remunerated through its subsidiary company. Payroll costs are recharged to the company.

The company does not operate its own defined contribution plan.

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

	2025	2024
	No.	No.

Directors	2	3
Administration	5	4

	7	7

5.	Directors' remuneration
		2025	2024
		£	£

	Directors' emoluments	301,950	249,750

	The highest paid director received remuneration of £125,654 (2024 - £189,750).
	The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (2024 - £nil).

The directors contracted under the company are remunerated through its subsidiary company. Payroll costs are recharged to the company.

The company does not operate its own defined contribution plan.

6.	Interest receivable and similar income
		2025	2024
		£	£

Other interest receivable

39,151

Page 15

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

7.	Interest payable and similar expenses
		2025	2024
		£	£

Other loan interest payable

722,266

725,775



Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Tax on loss	-	-

Loss on ordinary activities before tax

(652,478)

(708,198)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.0% (2024 - 25.0%)	(163,120)	(177,050)
Effects of:
Expenses not deductible for tax purposes	183,948	182,049
Utilisation of tax losses	-	(4,999)
Unrelieved tax losses carried forward	(20,828)	-
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 16

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

9.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 June 2024	6,472,272
	At 31 May 2025	6,472,272

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Holding

Employment Conditions Abroad Limited	New Brook Buildings 2nd Floor, 16 Great Queen Street, London, WC2B 5DG	100.00%
ECA International LLC	140 Broadway, 46th Floor, New York, NY 10005, USA	100.00%
ECA International Limited	2303, 23/F One Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong	100.00%
ECA International PTY	Level 5, 10 Shelley Street, Sydney, NSW 2000, Australia	100.00%
ECA International (Investments) Limited	5 Clarinda Park, North Dun Laoghaire, Dublin, A96W6N1, Ireland	100.00%
E.C.A. Limited	New Brook Buildings 2nd Floor, 16 Great Queen Street, London, WC2B 5DG	100.00%
Tracker Software Technologies (Ireland) Limited	Unit 6, Abbey Business Park, Grange Drive, Baldoyle Industrial Estate, Dublin 13, D13N739	86.33%

Page 17

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

10.

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	1,260,963	1,193,801
Other debtors	6,150	199,440
	1,267,113	1,393,241

Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

11.	Cash
		2025	2024
		£	£

	Cash at bank and in hand	202,169	-

12.	Creditors: amounts falling due within one year
		2025	2024
		£	£

Trade creditors	24,764	18,504
Amounts owed to group undertakings	26	-
Other creditors	166,667	166,667
	191,457	185,171

Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

13.	Creditors: amounts falling due after more than one year
		2025	2024
		£	£

	Other loans	9,746,221	9,023,988

Other loans are loans repayable in 2029 with a fixed interest rate of 8%. Other loans are secured by way of a fixed and floating charge over the asset of the company.

Page 18

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025



Amounts falling due 2-5 years
Other loans	9,746,221	9,023,988

15.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

2 (2024 - 2) Ordinary shares of £0.01 each	-	-

16.

Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

17.	Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:

Relationship	Transaction	Amount		Amount due (to) related parties
		2025	2024	2025	2024
		£	£	£	£

Entity providing key management personnel services

Consultancy fees

159,600

185,040

(20,264)

(18,504)

Ultimate controlling party	Legal and professional fees	217,026	173,333	-	-
	Loan	-	-	(8,241,569)	(8,241,569)
	Loan interest	679,761	679,728	(1,416,133)	(736,372)
	Loan arrangement fee	42,505	46,047	(88,552)	(46,047)

Other loans are loans repayable in 2029 with a fixed interest rate of 8%.
Other amounts owed to related parties are unsecured, interest free and due for repayment within one year.

Page 19

EMBARK BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

18.	Controlling party

The parent of the smallest group for which consolidated financial statements are drawn up is Embark Topco Limited Embark Topco Limited, a company incorporated in the United Kingdom. The address of their registered office is New Brook Buildings 2nd Floor, 16 Great Queen Street, London WC2B 5DG.

The ultimate controlling party is Pelican Capital LLP, an entity incorporated in the United Kingdom.

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