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Registered number: 16377214 UK PLUTO BIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
UK PLUTO BIDCO LIMITED COMPANY INFORMATION
Directors | Mr M T J Eatough (appointed 30 May 2025)
| Mr A J Marcer (appointed 30 May 2025)
| Mr M A Taylor (appointed 30 May 2025)
| Mrs E Hickley (appointed 9 April 2025, resigned 30 May 2025)
| Mr T Maizels (appointed 9 April 2025, resigned 30 May 2025)
Registered number | 16377214
Registered office | Suite 24
| 40 Churchill Square
| Kings Hill
| West Malling
| ME19 4YU
Independent auditor | MHA
| First Floor North
| Global House
| High Streeet
| Crawley
| Surrey
| RH10 1DL
UK PLUTO BIDCO LIMITED CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditor's report | 6 - 9
Statement of income and retained earnings | 10
Balance sheet | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 29
UK PLUTO BIDCO LIMITED STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025
Introduction
The directors present their Group Strategic Report for the period ended 31 December 2025. These Financial Statements are based on the date of the incorporation, 9th April 2025 to 31st December 2025 however the Business Performance within this Strategic Report focus on the annual performance of ERA Group.
Business Performance
As the acquisition occurred on 30 May 2025, the financial statements reflect the period from acquisition to 31 December 2025. To assist understanding of the underlying business, certain operational KPIs and comparative information presented below relate to ERA Group's performance for the full calendar years ended 31 December 2025 and 2024 and do not correspond directly to amounts included in these financial statements. ERA Group key performance indicators are revenue growth and EBITDA (defined as earnings before interest, tax, depreciation and amortisation). Compared with the previous 12 months Group revenue grew 19% from £17.7m to £21.2m. EBITDA also grew by 30% from £6.2m to £8.0m. A key feature of the Group’s growth strategy is the increase in Franchise Business Units and their individual earnings. During 2025 Franchise Business Units increased from 784 to 837 and Global Business Unit Net Receipts increased from £82m to £92m. The Group remains focused on improving franchisee economics and increasing average franchise business unit profitability recognising that franchisee success is the primary driver of long term sustainable growth. During the year ERA Group reacquired key territories including the DACH region’s Master License and the Area Developer Licenses in Spain and Finland. These acquisitions will enable the group to enhance the support and growth of its Franchisees in these territories which are seen as key growth areas over the next few years.
Strategic priorities
ERA Group continued to strengthen its global franchise platform and operational capabilities. Key developments during the period included: ∙Targeting average franchise business unit net income being greater than $300k USD; ∙Continued investment in the Group’s international franchise support infrastructure; ∙Expansion of digital transformation initiatives, including client engagement and operational support tools; ∙Recruitment of senior leadership personnel to support the next phase of growth; ∙Acquisition of key territories; ∙Ongoing enhancement of training, compliance, and performance management processes across the franchise network; and ∙Continued development of strategic relationships with franchisees and corporate clients globally. In May 2025, ERA secured investment from Horizon Capital, a leading UK private equity investor focused on supporting ambitious growth businesses. The investment provides capital and strategic support to accelerate franchise network expansion and unit economics, technology investment and select acquisitions. Page 1
UK PLUTO BIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Market overview
ERA operates within a resilient and diversified market sector focused on cost optimisation and operational performance improvement. Demand for efficiency-led consultancy services remained strong during the year as businesses continued to respond to inflationary pressures, supply chain disruption, and broader macroeconomic uncertainty. The Group’s global franchise network, comprising consultants operating in more than 60 countries, provides geographic diversification and broad sector exposure, helping mitigate concentration risk and supporting recurring royalty income streams.
Principal risks and uncertainties
The Group is exposed to a range of business and financial risks through its operations and international franchise activities. The principal risks and uncertainties include: ∙Macroeconomic and inflationary pressures affecting client spending decisions; ∙Franchise network performance and retention; ∙Recruitment and retention of skilled personnel and consultants; ∙Regulatory and compliance risks across multiple jurisdictions; ∙Technology, cybersecurity, and data protection risks; ∙Foreign exchange exposure due to international operations; and ∙Credit risk associated with trade receivables and franchise fee collection. The Board monitors these risks on an ongoing basis and implements appropriate controls, governance procedures, and mitigation strategies to manage potential impacts on the business.
Stakeholder engagement
The Board recognises the importance of maintaining strong relationships with the Group’s stakeholders, including franchisees, employees, clients, suppliers, lenders, and investors. The Group remains committed to supporting its franchise network through training, operational support, technology investment, and collaborative strategic development. Employee engagement, professional development, and maintaining a strong entrepreneurial culture remain key priorities across the organisation.
Going concern
The directors have assessed the Group’s financial position, liquidity, and forecast cash flows for a period of at least 12 months from the date of approval of these financial statements. Based on this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis. Page 2
UK PLUTO BIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
Mr A J Marcer Director
Date: 24 June 2026
Page 3
UK PLUTO BIDCO LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the period ended 31 December 2025.
Directors' responsibilities statement
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.
Results and dividends
The loss for the period, after taxation, amounted to £2,275,916. There were no dividends declared or paid in the period.
Directors
The directors who served during the period were:
Mr M T J Eatough (appointed 30 May 2025)
Mr A J Marcer (appointed 30 May 2025)
Mr M A Taylor (appointed 30 May 2025)
Mrs E Hickley (appointed 9 April 2025, resigned 30 May 2025)
Mr T Maizels (appointed 9 April 2025, resigned 30 May 2025)
Principal activities Its principal activity is management consultancy services.
Greenhouse gas emissions, energy consumption and energy efficiency action
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. Page 4
UK PLUTO BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Matters covered in the Strategic Report
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.
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.
Auditor
The auditor, 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.
Mr A J Marcer Director
Date: 24 June 2026
Page 5
UK PLUTO BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK PLUTO BIDCO LIMITED
Opinion
We have audited the financial statements of UK Pluto Bidco Limited (the 'Company') for the period ended 31 December 2025, which comprise the Statement of income and retained earnings, 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 December 2025 and of its loss for the period 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. Page 6
UK PLUTO BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK PLUTO BIDCO LIMITED (CONTINUED)
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.
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 period 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 7
UK PLUTO BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK PLUTO BIDCO LIMITED (CONTINUED)
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: ∙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. Page 8
UK PLUTO BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK PLUTO BIDCO LIMITED (CONTINUED)
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. David Boosey BA (Hons) FCA (Senior statutory auditor) for and on behalf of MHA Statutory Auditor Gatwick United Kingdom Date: 25 June 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) Page 9
UK PLUTO BIDCO LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE PERIOD ENDED 31 DECEMBER 2025
| 9 April 2025 to 31 December
| 2025
Note | £
Turnover | 3 | 426,343
Gross profit |  | 426,343
Administrative expenses |  | (1,307,566)
Operating (loss)/profit |  | (881,223)
Interest payable and similar expenses | 7 | (1,811,970)
Loss before tax |  | (2,693,193)
Tax on (loss)/profit |  | 417,277
Loss after tax |  | (2,275,916)
Loss for the period |  | (2,275,916)
Retained earnings at the end of the period |  | (2,275,916)
There were no recognised gains and losses for 2025 other than those included in the statement of income and retained earnings.
The notes on pages 13 to 29 form part of these financial statements.
Page 10
UK PLUTO BIDCO LIMITED REGISTERED NUMBER: 16377214 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 9 |  | 88,350,204
|  |  | 88,350,204
Current assets |  |  |
Debtors: amounts falling due within one year | 10 | 2,043,688 |
Cash at bank and in hand | 11 | 94,752 |
|  | 2,138,440 |
Creditors: amounts falling due within one year | 12 | (3,845,985) |
Net current (liabilities)/assets |  |  | (1,707,545)
Total assets less current liabilities |  |  | 86,642,659
Creditors: amounts falling due after more than one year |  |  | (30,069,574)
Net assets |  |  | 56,573,085
Capital and reserves |  |  |
Called up share capital | 16 |  | 2
Share premium account | 17 |  | 58,848,999
Profit and loss account |  |  | (2,275,916)
|  |  | 56,573,085
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr A J Marcer
Director
Date: 24 June 2026
The notes on pages 13 to 29 form part of these financial statements. Page 11
UK PLUTO BIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
Comprehensive income for the period |  |  |  |
Loss for the period | - | - | (2,275,916) | (2,275,916)
Shares issued during the period | 2 | 58,848,999 | - | 58,849,001
At 31 December 2025 | 2 | 58,848,999 | (2,275,916) | 56,573,085
| The notes on pages 13 to 29 form part of these financial statements.
Page 12
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
1. | General information
UK Pluto Bidco Limited is a private company, limited by shares, incorporated on 9th April 2025 in England and Wales in the United Kingdom. The address of the registered office is Suite 24, 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU. 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 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); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 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. This information is included in the consolidated financial statements of UK Pluto Topco Limited as at 31 December 2025 and these financial statements may be obtained from Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU.
| 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 13
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.4 | Going concern
The directors have assessed the appropriateness of adopting the going concern basis of preparation by considering the Group's forecast cash flows, financial resources and trading performance for a period of at least twelve months from the date of approval of these financial statements. Based on this assessment, and having regard to the Group's strong cash position and operating performance, the directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis and the directors have concluded that there are no material uncertainties that would cast significant doubt on the Company's ability to continue as a going concern.
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, and is rounded to the nearest £1. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 14
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.6 | 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. Initial licence fees are paid upon award by the Group of an Area Development licence to an Area Developer (master franchisee), and are recognised in full on the basis that they are non-refundable and all performance obligations due by the Group have been satisfied at that point. Royalties for subsequent franchise sales are recognised when notified via monthly returns to the Group by the relevant Area Developer.
| 2.7 | 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.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred. Page 15
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.9 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.12 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 16
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.13 | 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. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. 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 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. | Turnover
| All turnover arose within the United Kingdom.
Page 17
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
4. | Auditor's remuneration
| During the period, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 3,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
5. | Employees
| Staff costs were as follows:
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Wages and salaries | 317,822
| Social security costs | 41,170
| Cost of defined benefit scheme | 3,924
|  | 362,916
Page 18
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 5. Employees (continued)
| All wages and salaries incurred during the financial period relate to directors of the company. No remuneration was paid to any other employees.
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | 9 April 2025 to 31 December
|  |  | 2025
|  |  | No.
|  | Directors | 3
6. | Directors' remuneration
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Directors' emoluments | 317,822
| Company contributions to defined contribution pension schemes | 3,924
|  | 321,746
| During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.
7. | Interest payable and similar expenses
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Bank loan interest payable | 1,699,239
| Other loan interest payable | 112,731
|  | 1,811,970
Page 19
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
8. | Taxation
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Total current tax | -
| Deferred tax |
| Origination and reversal of timing differences | (417,277)
| Total deferred tax | (417,277)
| (Loss)/profit after tax | (417,277)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| (Loss)/profit on ordinary activities before tax | (2,693,193)
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | (673,298)
| Effects of: |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 157,498
| Movement in deferred tax not recognised | 98,523
| Total tax charge for the period | (417,277)
Page 20
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 88,350,204
| At 31 December 2025 | 88,350,204
| On 30 May 2025, UK Pluto Bidco Limited acquired 100% of the share capital in MICO Holding Ltd for £88,350,204.
10. | Debtors
|  |  |  |  | 2025
|  |  |  |  | £
| Trade debtors | 10,680
| Amounts owed by group undertakings | 1,585,091
| Other debtors | 30,640
| Deferred taxation | 417,277
|  | 2,043,688
| Amounts due from fellow group undertakings (Company) are unsecured and repayable on demand. No interest is charged.
11. | Cash and cash equivalents
|  |  |  |  | 2025
|  |  |  |  | £
| Cash at bank and in hand | 94,752
|  | 94,752
Page 21
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025
|  |  |  |  | £
| Bank loans | 237,333
| Trade creditors | 948
| Amounts owed to group undertakings | 2,994,152
| Other creditors | 406,218
| Accruals and deferred income | 207,334
|  | 3,845,985
| Amounts due to fellow group undertakings (Company) are unsecured and repayable on demand. No interest is charged. The company is a guarantor by way of a legal charge dated 15 May 2025 as a debenture, creating a fixed and floating charge over all the company's assets.
13. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025
|  |  |  |  | £
| Bank loans | 30,069,574
|  | 30,069,574
| The Group's bank borrowings comprise facilities provided by HSBC Bank plc with a gross principal outstanding of £31,173,366 and a carrying amount of £30,306,907 at the reporting date, after deduction of unamortised transaction costs. ∙Facility B: EUR 18,106,325, bearing interest at a floating rate based on the applicable benchmark rate plus a margin of 4.75% per annum. The effective rate at 31 December 2025 was approximately 6.75%. ∙Facility C: USD 20,659,175, bearing interest at a floating rate based on the applicable benchmark rate plus a margin of 5.25% per annum. The effective rate at 31 December 2025 was approximately 9.50%. The facilities are subject to cash flow cover and gross leverage covenants and are secured by guarantees from certain group companies together with fixed and floating charges, including negative pledge provisions.
Page 22
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
14. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts falling due within one year |
| Bank loans | 237,333
|  | 237,333
| Amounts falling due after more than 5 years |
| Bank loans | 30,069,574
|  | 30,069,574
|  | 30,306,907
15. | Deferred taxation
|  | 2025
|  | £
| Charged to profit or loss | 417,277
| At end of year | 417,277
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025
|  |  |  |  | £
| Tax losses and other deductions | 417,277
|  | 417,277
Page 23
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
16. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 2 Ordinary shares of £1.00 each | 2
During the period, 2 Ordinary Shares were issued at a nominal value of £1 per share, for total consideration of £58,849,001. Ordinary shares carry one vote per share. The shares rank pari passu in respect of dividends and on a winding up. The shares are not redeemable.
17. | Reserves
Share premium account The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with issuing shares are deducted from share premium. Profit and loss account The profit and loss account represents accumulated profits and losses available for distribution.
18. | Related party transactions
| The company has taken advantage of the exemption available under paragraph 33 1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the Group.
Page 24
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
19. | Parent undertaking
The immediate parent undertaking at the year end was UK Pluto Midco Limited, registered in the United Kingdom. The ultimate parent undertaking was Horizon Capital LLP, registered in the United Kingdom. There is deemed to be no ultimate controlling party. The parent of the smallest group for which consolidated financial statements are available is UK Pluto Midco Limited, registered at Suite 24, 40 Churchill Square, Kings Hill, West Malling, England, ME19 4YU. The parent of the largest group for which consolidated financial statements are available is UK Pluto Topco Limited, registered at Suite 24, 40 Churchill Square, Kings Hill, West Malling, England, ME19 4YU. Page 25
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
20. | Subsidiary undertakings
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| E R Associates Australia Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Evercertain Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Associates Support & Network Services Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Europe) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (ML) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (UAE) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Belgium) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Africa) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Czech) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Denmark) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Egypt) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Finland) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Malta) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Hungary) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Italy) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 26
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 20. Subsidiary undertakings (continued) Subsidiary undertakings (continued)
| Name | Registered office | Class of shares | Holding
| E R Associates (Greece) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Netherlands) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Norway) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Poland) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Portugal) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Romania) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Slovakia) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Slovenia) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Spain) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Sweden) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (LATAM) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Brazil) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Canada) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (France) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Saudi Arabia) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 27
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 20. Subsidiary undertakings (continued) Subsidiary undertakings (continued)
| Name | Registered office | Class of shares | Holding
| E R Associates (Jordan) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (South Korea) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Turkey) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (UK) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Analysts (UK) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Japan) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| MICO Holding Limited | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Associates Pty Limited* | Unit 9, 1 Markey Street, EASTWOOD, SA 5063 | Ordinary | 100%
| SWCS LLC* | Addison Tower, Addison Rd, Suite 410, Addison, TX 75001, USA | Ordinary | 100%
| Expense Reduction Analysts, Inc.* | Addison Tower, Addison Rd, Suite 410, Addison, TX 75001, USA | Ordinary | 100%
| Expense Reduction Analysts GmbH* | Gustav-Stesemann-Ring 12-16, 65189 Wiesbaden, Germany | Ordinary | 100%
| ERA Global Management Srl* | Via Matteo Bandello 15, 20123 Milano, Italy | Ordinary | 100%
| Expense Reduction Analysts Spain SL* | Paseo de la Castellana 117, 7-D, 28046, Madrid, Spain | Ordinary | 100%
| Expense Reduction Analysts (Canada) Limited* | Addison Tower, Addison Rd, Suite 410, Addison, TX 75001, USA | Ordinary | 100%
| Abbeypower Consultores SA de CV* | Av. Paseo de la Reforma No. 342 26th Floor, Mexico City, Mexico | Ordinary | 100%
| E R Associates (Ireland) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 28
UK PLUTO BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 20. Subsidiary undertakings (continued) Subsidiary undertakings (continued)
| Name | Registered office | Class of shares | Holding
| E R Associates (Asia ML) Limited* | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (India) Private Limited* | 206, Plot No. H-2, 2ndFloor, Apra North EXPlaza, Netaji SubhashPlace, Pitampura,Saraswati Vihar, NorthWest Delhi, India,110034 | Ordinary | 100%
| Abbeypower Limited | Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| *held indirectly
Page 29