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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO HOLDCO LIMITED
COMPANY INFORMATION
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UK PLUTO HOLDCO LIMITED
CONTENTS
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UK PLUTO HOLDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
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.
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.
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.
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UK PLUTO HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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.
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.
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.
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.
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UK PLUTO HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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UK PLUTO HOLDCO 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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the 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.
The profit for the period, after taxation, amounted to £NIL.
There were no dividends declared or paid in the period.
The directors who served during the period were:
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.
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UK PLUTO HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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.
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.
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UK PLUTO HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO HOLDCO LIMITED
We have audited the financial statements of UK Pluto Holdco Limited (the 'Company') for the period ended 31 December 2025, which comprise the Profit and loss account, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In 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.
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UK PLUTO HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO HOLDCO LIMITED (CONTINUED)
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.
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.
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.
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UK PLUTO HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO HOLDCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙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.
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UK PLUTO HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO HOLDCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Statutory Auditor
Gatwick
United Kingdom
Date:
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
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UK PLUTO HOLDCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO HOLDCO LIMITED
REGISTERED NUMBER: 16377037
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 22 form part of these financial statements.
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UK PLUTO HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
UK Pluto Holdco Limited is a company, limited by shares, incorporated on 9th April 2025 in England and Wales within 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
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 Company's functional and presentational currency is GBP, and is rounded to the nearest £1.
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:
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.
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.
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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.
Share premium account
Profit and loss account
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UK PLUTO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The immediate parent undertaking at the period end was
The ultimate parent undertaking was 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
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