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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO MIDCO LIMITED
COMPANY INFORMATION
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UK PLUTO MIDCO LIMITED
CONTENTS
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UK PLUTO MIDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their Group Strategic Report for the year ended 31 December 2025.
UK Pluto Midco Ltd is a 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 Midco Ltd’s subsidiary UK Pluto Bidco Limited 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.
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.
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UK PLUTO MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
ERA Group continued to strengthen its global franchise platform and operational capabilities. Key developments during the year 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.
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.
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UK PLUTO MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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.
This report was approved by the board and signed on its behalf.
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UK PLUTO MIDCO 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 Group strategic report, the Directors' report and the consolidated 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 Group's financial statements and then apply them consistently;
∙make judgements 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.
The loss for the period, after taxation and minority interests, amounted to £
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 MIDCO 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 MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO MIDCO LIMITED
We have audited the financial statements of UK PLUTO MIDCO 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 analysis of net debt, 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 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.
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UK PLUTO MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO MIDCO 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 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.
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.
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UK PLUTO MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO MIDCO 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 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.
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UK PLUTO MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UK PLUTO MIDCO 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 MIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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UK PLUTO MIDCO LIMITED
REGISTERED NUMBER: 16377106
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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UK PLUTO MIDCO LIMITED
REGISTERED NUMBER: 16377106
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:
The notes on pages 18 to 43 form part of these financial statements.
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UK PLUTO MIDCO LIMITED
REGISTERED NUMBER: 16377106
COMPANY 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 18 to 43 form part of these financial statements.
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