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Registered number: 16376625 UK PLUTO TOPCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
UK PLUTO TOPCO LIMITED COMPANY INFORMATION
Directors | Mr M T J Eatough (appointed 30 May 2025)
| Mrs E Hickley (appointed 9 April 2025)
| Mr T Maizels (appointed 9 April 2025)
| Mr A J Marcer (appointed 30 May 2025)
| Mr M A Taylor (appointed 30 May 2025)
Registered number | 16376625
Registered office | Suite 24
| 40 Churchill Square
| Kings Hill
| West Malling
| ME19 4YU
Independent auditors | MHA
| First Floor North
| Global House
| High Street
| Crawley
| Surrey
| RH10 1DL
UK PLUTO TOPCO LIMITED CONTENTS
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditors' report | 6 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11 - 12
Company balance sheet | 13
Consolidated statement of changes in equity | 14
Company statement of changes in equity | 15
Consolidated statement of cash flows | 16
Notes to the financial statements | 17 - 44
UK PLUTO TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025
Introduction
UK Pluto Topco Ltd is the Ultimate Parent of the ERA Group, a global consultancy organisation specialising in cost optimisation, supply chain management, and operational efficiency services. Through its international franchise network and corporate support infrastructure, the Group provides strategic advisory services to clients across a broad range of industries. UK Pluto Topco Ltd’s subsidiary UK Pluto Bidco Ltd acquired MICO Holding Ltd and its subsidiaries (ERA Group) on 30th May 2025. These Financial Statements are based upon the period 30th May 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 TOPCO LIMITED GROUP 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 period 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 TOPCO LIMITED GROUP 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 TOPCO 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 Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make 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 Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
Its principal activity is that of a holding company.
Results and dividends
The loss for the period, after taxation and minority interests, amounted to £7,416,466. 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)
Mrs E Hickley (appointed 9 April 2025)
Mr T Maizels (appointed 9 April 2025)
Mr A J Marcer (appointed 30 May 2025)
Mr M A Taylor (appointed 30 May 2025)
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group 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 TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Matters covered in the Group 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 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 and the Group'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 and the Group's auditors are aware of that information.
Auditors
The auditors, 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 TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO TOPCO LIMITED
Opinion
We have audited the financial statements of UK Pluto Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
UK PLUTO TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO TOPCO LIMITED (CONTINUED)
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.
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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company 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. Page 7
UK PLUTO TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO TOPCO LIMITED (CONTINUED)
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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙enquiry of management around actual and potential litigation claims; ∙enquiry of entity staff to identify any instances of non-compliance with laws and regulations; ∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; ∙reviewing minutes of meetings of those charged with governance; and ∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 8
UK PLUTO TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO TOPCO 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 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. 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 TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2025
| 9 April 2025 to 31 December
| 2025
Note | £
Turnover | 4 | 13,061,074
Cost of sales |  | (3,756,008)
Gross profit |  | 9,305,066
Administrative expenses |  | (9,201,802)
Operating profit |  | 103,264
Interest receivable and similar income | 8 | 9,483
Interest payable and similar expenses | 9 | (6,197,637)
Loss before taxation |  | (6,084,890)
Tax on loss | 10 | (1,327,757)
Loss for the financial period |  | (7,412,647)
Other comprehensive income - foreign exchange loss |  | (599,017)
Other comprehensive income for the period |  | (599,017)
Total comprehensive income for the period |  | (8,011,664)
Loss for the period attributable to: |  |
Non-controlling interests |  | 3,819
Owners of the Parent Company |  | (7,416,466)
|  | (7,412,647)
Total comprehensive income for the period attributable to: |  |
Non-controlling interest |  | 3,819
Owners of the Parent Company |  | (8,015,483)
|  | (8,011,664)
The notes on pages 17 to 44 form part of these financial statements.
Page 10
UK PLUTO TOPCO LIMITED REGISTERED NUMBER: 16376625 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 11 |  | 82,985,690
Tangible assets | 12 |  | 57,373
|  |  | 83,043,063
Current assets |  |  |
Debtors: amounts falling due after more than one year | 14 | 179,182 |
Debtors: amounts falling due within one year | 14 | 13,430,918 |
Cash at bank and in hand | 15 | 6,549,066 |
|  | 20,159,166 |
Creditors: amounts falling due within one year | 16 | (20,929,364) |
Net current liabilities |  |  | (770,198)
Total assets less current liabilities |  |  | 82,272,865
Creditors: amounts falling due after more than one year |  |  | (85,190,772)
Provisions for liabilities |  |  |
Deferred taxation | 19 | (15,942) |
|  |  | (15,942)
Net liabilities |  |  | (2,933,849)
Capital and reserves |  |  |
Called up share capital | 20 |  | 4,103,655
Share premium account | 21 |  | 974,160
Foreign exchange reserve | 21 |  | (599,017)
Profit and loss account | 21 |  | (7,416,466)
Equity attributable to owners of the Parent Company |  |  | (2,937,668)
Non-controlling interests |  |  | 3,819
|  |  | (2,933,849)
Page 11
UK PLUTO TOPCO LIMITED REGISTERED NUMBER: 16376625 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 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 17 to 44 form part of these financial statements. Page 12
UK PLUTO TOPCO LIMITED REGISTERED NUMBER: 16376625 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 13 |  | 58,849,001
|  |  | 58,849,001
Current assets |  |  |
Debtors: amounts falling due within one year | 14 | 1,349,962 |
|  | 1,349,962 |
Creditors: amounts falling due within one year | 16 | (4,380,235) |
Net current liabilities |  |  | (3,030,273)
Total assets less current liabilities |  |  | 55,818,728
Creditors: amounts falling due after more than one year |  |  | (55,121,198)
Net assets |  |  | 697,530
Capital and reserves |  |  |
Called up share capital | 20 |  | 4,103,655
Share premium account | 21 |  | 974,160
Loss for the period |  | (4,380,285) |
Profit and loss account carried forward |  |  | (4,380,285)
|  |  | 697,530
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 17 to 44 form part of these financial statements. Page 13

|  | UK PLUTO TOPCO LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Foreign exchange reserve | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £ | £
| Comprehensive income for the period |  |  |  |  |  |  |
| Loss for the period | - | - | - | (7,416,466) | (7,416,466) | 3,819 | (7,412,647)
| Foreign exchange losses | - | - | (599,017) | - | (599,017) | - | (599,017)
| Shares issued during the period | 4,103,655 | 974,160 | - | - | 5,077,815 | - | 5,077,815
| At 31 December 2025 | 4,103,655 | 974,160 | (599,017) | (7,416,466) | (2,937,668) | 3,819 | (2,933,849)
| The notes on pages 17 to 44 form part of these financial statements.
Page 14

UK PLUTO TOPCO LIMITED COMPANY 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 | - | - | (4,380,285) | (4,380,285)
Shares issued during the period | 4,103,655 | 974,160 | - | 5,077,815
At 31 December 2025 | 4,103,655 | 974,160 | (4,380,285) | 697,530
| The notes on pages 17 to 44 form part of these financial statements.
Page 15
UK PLUTO TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025
|  |  | 2025
|  |  | £
Cash flows from operating activities |
Loss for the financial period | (7,412,647)
Adjustments for: |
Amortisation of intangible assets | 4,206,962
Depreciation of tangible assets | 11,477
Interest paid | 6,197,637
Interest received | (9,483)
Taxation charge | 1,327,757
Increase in debtors | (13,170,636)
Increase in creditors | 74,450,005
Increase in amounts owed to groups | 20,039
Corporation tax paid | (1,007,111)
Net cash generated from operating activities | 64,614,000
Cash flows from investing activities |
Purchase of intangible fixed assets | (87,192,652)
Purchase of tangible fixed assets | (68,850)
Interest received | 9,483
Net cash from investing activities | (87,252,019)
Cash flows from financing activities |
Issue of ordinary shares | 5,077,815
New secured loans | 30,306,907
Interest paid | (6,197,637)
Net cash used in financing activities | 29,187,085
Net increase in cash and cash equivalents | 6,549,066
Cash and cash equivalents at the end of period | 6,549,066
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 6,549,066
| 6,549,066
The notes on pages 17 to 44 form part of these financial statements.
Page 16
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
1. | General information
UK Pluto Topco 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
| 2.3 | 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 Group's ability to continue as a going concern. Page 17
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, 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 Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 18
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred. Page 19
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | 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 and the Group operate and generate 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 Group 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. Page 20
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets Software is initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Licenses are initially recognised at cost. After recognition, under the revaluation model, licences are carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the balance sheet date. Software assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Software | - | 10 | years
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 21
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | 4 years
|  |  |  | Fixtures and fittings | - | 5 years
|  |  |  | Office equipment | - | 3 years
|  |  |  | Computer equipment | - | 3 years
|  |  |  | Other fixed assets | - | 3-5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.16 | 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. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. Page 22
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.17 | 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.
| 2.18 | Financial instruments
The Group 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 Group's Balance sheet when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. 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 Group after the deduction of all its liabilities. Page 23
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2. Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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. Page 24
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements, management has to make judgements on how to apply the Group accounting policies and make estimates about the future. The critical judgements that have been made in arriving at the amounts recognised in the financial statements and the key areas of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year, are summarised below: (a) Useful economic lives of tangible assets The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets. See Note 12 for the carrying amount of tangible assets, and Note 2.14 for the useful economic lives for each class of assets. (b) Useful economic lives of amortising intangible assets The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually and are amended where necessary. If a useful economic life cannot be determined, a period of ten years is used. See Note 11 for the carrying amount of intangible assets, and Note 2.13 for the useful economic lives for each class of assets. (c) Provisions for doubtful debts The directors are required to make an assessment as to the recoverability of trade, other and group debtors. Provisions are recognised against specific debtors where required. (d) Valuation of intangible assets held at fair value These estimates are based on management’s judgement and are sensitive to changes in the market and economic conditions.
4. | Turnover
Analysis of turnover by country of destination:
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| United Kingdom | 4,925,931
| Rest of Europe | 3,177,250
| Rest of the world | 4,957,893
|  | 13,061,074
Page 25
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
5. | Auditors' remuneration
| During the period, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements | 85,940
| Fees payable to the Company's auditors in respect of: |
| Taxation compliance services | 30,250
| All assurance services not included above | 38,587
6. | Employees
| Staff costs were as follows:
|  | Group
|  | 2025
|  | £
| Wages and salaries | 3,096,051
| Social security costs | 319,567
| Cost of defined contribution scheme | 28,212
|  | 3,443,830
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Group | Company
|  |  | 9 April 2025 to 31 December | 9 April 2025 to 31 December
|  |  | 2025 | 2025
|  |  | No. | No.
|  | Directors | 5 | 5
|  | Sales and marketing | 24 | -
|  | Administration | 13 | -
|  | Support | 34 | -
|  |  | 76 | 5
Page 26
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
7. | Directors' remuneration
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Directors' emoluments | 317,822
| Group 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. All directors and certain senior employees who have authority and responsibility for planning, directing and controlling activities for the Group are considered to be key management personnel. Total remuneration in respect of these individuals is £362,916.
8. | Interest receivable
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Other interest receivable | 9,483
|  | 9,483
9. | Interest payable and similar expenses
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Bank interest payable | 1,701,377
| Other loan interest payable | 4,380,285
| Other interest payable | 115,975
|  | 6,197,637
Page 27
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 9 April 2025 to 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the year | 862,407
| Adjustments in respect of previous periods | 90,232
|  | 952,639
| Foreign tax |
| Foreign tax on income for the year | 356,010
| Foreign tax in respect of prior periods | 191,758
|  | 547,768
| Total current tax | 1,500,407
| Deferred tax |
| Origination and reversal of timing differences | (172,650)
| Total deferred tax | (172,650)
| Tax on loss | 1,327,757
Page 28
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 10. Taxation (continued)
| 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 on ordinary activities before tax | (6,084,890)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | (1,521,223)
| Effects of: |
| Non-tax deductible amortisation of goodwill and impairment | 1,028,929
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1,317,812
| Adjustments to tax charge in respect of prior periods | 281,990
| Other movement in foreign tax | 94,470
| Other differences leading to an increase in the tax charge | 19,290
| Marginal relief | (29)
| Movement in deferred tax not recognised | 106,518
| Total tax charge for the period | 1,327,757
Page 29
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
11. | Intangible assets
| Group
|  | Licenses | Software | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| Additions | 9,859,252 | 631,134 | 68,208,352 | 78,698,738
| On acquisition of subsidiaries | 6,655,267 | 1,173,739 | 664,908 | 8,493,914
| At 31 December 2025 | 16,514,519 | 1,804,873 | 68,873,260 | 87,192,652
| Amortisation |  |  |  |
| Charge for the period | - | 91,248 | 4,115,714 | 4,206,962
| At 31 December 2025 | - | 91,248 | 4,115,714 | 4,206,962
| Net book value |  |  |  |
| At 31 December 2025 | 16,514,519 | 1,713,625 | 64,757,546 | 82,985,690
| Included within additions and assets acquired on acquisition are intangible assets recognised as part of the acquisition of MICO Holding Ltd and its subsidiaries on 30 May 2025. Further details are provided in Note 22.
Page 30
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Office equipment | Computer equipment | Other fixed assets | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| Additions | - | 28,347 | 9,833 | - | 38,180
| Acquisition of subsidiary | 3,678 | 16,752 | 7,669 | 2,571 | 30,670
| Disposals | - | - | (21,144) | - | (21,144)
| At 31 December 2025 | 3,678 | 45,099 | (3,642) | 2,571 | 47,706
| Depreciation |  |  |  |  |
| Charge for the period | 744 | 6,380 | 3,824 | 529 | 11,477
| Disposals | - | - | (21,144) | - | (21,144)
| At 31 December 2025 | 744 | 6,380 | (17,320) | 529 | (9,667)
| Net book value |  |  |  |  |
| At 31 December 2025 | 2,934 | 38,719 | 13,678 | 2,042 | 57,373
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 58,849,001
| At 31 December 2025 | 58,849,001
| On 30 May 2025, UK Pluto Topco Limited acquired 100% of the share capital of UK Pluto Holdco Limited for £58,849,001.
Page 31
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
| Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| UK Pluto Holdco Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| UK Pluto Nominee Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 32
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| UK Pluto Midco Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| UK Pluto Bidco Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| MICO Holding Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates Australia Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Evercertain Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Associates Support & Network Services Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Europe) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (ML) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (UAE) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Belgium) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Africa) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Czech) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Denmark) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Egypt) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Finland) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Malta) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 33
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 Indirect subsidiary undertakings (continued)
| Name | Registered office | Class of shares | Holding
| E R Associates (Hungary) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Italy) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Greece) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Netherlands) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Norway) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Poland) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Portugal) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Romania) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Slovakia) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Slovenia) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Spain) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Sweden) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (LATAM) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Brazil) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Canada) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (France) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Saudi Arabia) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 34
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 Indirect subsidiary undertakings (continued)
| Name | Registered office | Class of shares | Holding
| E R Associates (Jordan) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (South Korea) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Turkey) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (UK) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Analysts (UK) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Japan) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Associates Pty Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| SWCS LLC | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Analysts, Inc. | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Analysts GmbH | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| ERA Global Management Srl | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Analysts Spain SL | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Expense Reduction Analysts (Canada) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| Abbeypower Consultores SA de CV | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Ireland) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (Asia ML) Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
| E R Associates (India) Private Limited | 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU | Ordinary | 100%
Page 35
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 Indirect subsidiary undertakings (continued)
14. | Debtors
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Due after more than one year |  |
| Prepayments and accrued income | 179,182 | -
|  | 179,182 | -
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Due within one year |  |
| Trade debtors | 10,389,087 | -
| Amounts owed by group undertakings | - | 1,349,962
| Other debtors | 1,734,070 | -
| Prepayments and accrued income | 1,307,761 | -
|  | 13,430,918 | 1,349,962
| Amounts due from fellow group undertakings (Company) are unsecured and repayable on demand. No interest is charged.
15. | Cash and cash equivalents
|  | Group
|  | 2025
|  | £
| Cash at bank and in hand | 6,549,066
|  | 6,549,066
Page 36
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
16. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Bank loans | 237,333 | -
| Trade creditors | 8,947,655 | -
| Amounts owed to group undertakings | 20,039 | -
| Corporation tax | 744,168 | -
| Other taxation and social security | 433,774 | -
| Other creditors | 4,132,311 | -
| Accruals and deferred income | 6,414,084 | 4,380,235
|  | 20,929,364 | 4,380,235
| Disclosure of the terms and conditions attached to the non-equity shares is made in note 20.
| Amounts due to fellow group undertakings (Company) are unsecured and repayable on demand. No interest is charged.
Page 37
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
17. | Creditors: Amounts falling due after more than one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Bank loans | 30,069,574 | -
| Share capital treated as debt | 55,121,198 | 55,121,198
|  | 85,190,772 | 55,121,198
| The Company has issued preference shares with an aggregate nominal value of £59,214,963. In accordance with FRS 102, £55,121,197 of these preference shares have been classified as a financial liability as the terms of the instrument give rise to an obligation to redeem the shares for cash. The debt-classified preference shares carry a fixed cumulative coupon of 12.5% per annum on the nominal value, payable in accordance with the terms of the instrument. The preference shares are mandatorily redeemable in cash 78 months from the issue date of 5 September 2025, being 5 March 2032. The shares are redeemable at their nominal value unless redeemed earlier in accordance with the terms of the instrument. At the reporting date, the carrying amount of the preference share liability was £55,121,197 and has been presented as a non-current liability, as redemption is due more than twelve months after the reporting date. 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 38
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
18. | Loans
| Analysis of the maturity of loans is given below:
|  | Group
|  | 2025
|  | £
| Amounts falling due within one year |
| Bank loans | 237,333
| Amounts falling due after more than 5 years |
| Bank loans | 30,069,574
|  | 30,306,907
19. | Deferred taxation
| Group
|  | 2025
|  | £
| Charged to profit or loss | 172,650
| Charged to other comprehensive income | 14,882
| Arising on business combinations | (203,474)
| At end of year | (15,942)
Page 39
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 19. Deferred taxation (continued)
| Company
|  | 2025
| At beginning of year | -
| At end of year | -
|  | Group
|  | 2025
|  | £
| Accelerated capital allowances | (423,234)
| Tax losses carried forward | 423,076
| Short term timing differences | 118,047
| Other timing differences | (133,831)
|  | (15,942)
20. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
| Shares classified as equity
|  | Allotted, called up and fully paid |
|  | 665,644 A Ordinary shares of £0.01 each | 6,656
|  | 159,356 B Ordinary shares of £0.01 each | 1,594
|  | 164,000 C Ordinary shares of £0.01 each | 1,640
|  | 42,684,341 A1 Preference shares of £1.00 each | 2,950,938
|  | 650,015 A2 Preference shares of £1.00 each | 44,938
|  | 15,880,607 B Preference shares of £1.00 each | 1,097,889
|  |  | 4,103,655
Page 40
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 20. Share capital (continued)
|  |  |  |  | 2025
|  |  |  |  | £
| Shares classified as debt
|  | Allotted, called up and fully paid |
|  | 42,684,341 A1 Preference shares of £1.00 each | 39,733,403
|  | 650,015 A2 Preference shares of £1.00 each | 605,077
|  | 15,880,607 B Preference shares of £1.00 each | 14,782,718
|  |  | 55,121,198
During the period, 665,644 A Ordinary Shares was issued with a nominal value of £0.01 per share, for total consideration of £6,656. During the period, 159,356 B Ordinary Shares was issued with a nominal value of £0.01 per share, for total consideration of £1,594. During the period, 164,000 C Ordinary Shares was issued with a nominal value of £0.01 per share, for total consideration of £1,591. 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. During the period, 42,684,341 A1 Preference Shares was issued with a nominal value of £1 per share, for total consideration of £42,684,341. During the period, 650,015 A2 Preference Shares was issued with a nominal value of £1 per share, for total consideration of £650,015. During the period, 15,880,607 B Preference Shares was issued with a nominal value of £1 per share, for total consideration of £15,880,607. The non-voting redeemable preference shares carry a cumulative preferential dividend of 12.5% per annum of the issue price. The shares rank in priority shares for dividends and on a winding up of the Company, and are entitled to participate pro rata in any distribution to preference shareholders. The shares are redeemable in accordance with their terms of issue. Page 41
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
21. | 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. Foreign exchange reserve The foreign exchange reserve represents amounts arising on the translation of overseas subsidiary companies from their domestic currency to the group presentational currency. Profit and loss account The profit and loss account represents accumulated profits and losses available for distribution.
22. | Business combinations
On 30 May 2025, the UK Pluto Topco Limited acquired 100% of MICO Holding Ltd, a UK entity and its subsidiary companies for total consideration of £81,350,203.
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Fair value
|  |  |  |  | £
| Fixed Assets |
| Tangible | 30,670
| Intangible | 8,493,914
|  | 8,524,584
| Current Assets |
| Debtors | 14,137,794
| Cash at bank and in hand | 3,313,714
| Total Assets | 25,976,092
| Creditors |
| Due within one year | (12,834,241)
| Total Identifiable net assets | 13,141,851
| Goodwill | 68,208,352
| Total purchase consideration | 81,350,203
Page 42
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 22. Business combinations (continued)
| Consideration
|  |  |  |  | £
| Cash | 70,157,588
| Deferred consideration | 7,270,000
| Directly attributable costs | 3,922,615
| Total purchase consideration | 81,350,203
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 77,157,588
| Directly attributable costs | 3,922,615
|  | 81,080,203
| Less: Cash and cash equivalents acquired | (3,313,714)
| Net cash outflow on acquisition | 77,766,489
| During the year ended 31 December 2025, deferred consideration of £6,770,000 was paid.
23. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2025
|  | £
| Not later than 1 year | 45,365
| Later than 1 year and not later than 5 years | 35,986
|  | 81,351
24. | 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 43
UK PLUTO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
25. | Parent undertaking
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 and 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 44