ACCOUNTS - Final Accounts

Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:

Registered number: 12384054

MICO HOLDING LTD

ANNUAL REPORT AND GROUP FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

MICO HOLDING LTD

COMPANY INFORMATION

Directors	C F Marfleet (resigned 30 May 2025)
	C H Marfleet (resigned 30 May 2025)
	A J Marcer
	M A Taylor


Registered number	12384054


Registered office	Suite 24
	40 Churchill Square
	Kings Hill
	West Malling
	ME19 4YU


Independent auditor	MHA
	First Floor North
	Global House
	High Street
	Crawley
	Surrey
	RH10 1DL

MICO HOLDING LTD

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditor's report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10 - 11
Company balance sheet	12 - 13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 43

MICO HOLDING LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Group Strategic Report for the year ended 31 December 2025.

MICO Holding Ltd is the Operating 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.

MICO Holding Ltd and its subsidiaries (ERA Group) were acquired by UK Pluto Bidco Ltd on 30th May 2025.

Business Performance

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 18% from £17.7m to £21.1m. 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 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.

Market overview

ERA operates within a resilient and diversified market sector focused on cost optimisation and operational performance improvement. Demand for efficiency-led consultancy services remained strong during the year as businesses continued to respond to inflationary pressures, supply chain disruption, and broader macroeconomic uncertainty.

Page 1

MICO HOLDING LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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.

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

A J Marcer

Director

Date: 19 June 2026

Page 2

MICO HOLDING LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year 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 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.

Principal activity

MICO Holding Ltd serves as the parent company of the ERA Group an international consultancy network. Its principal activity is providing strategic, financial, and governance oversight to its operating subsidiaries.

ERA Group is a global leader in cost optimisation, supply chain consulting, and data-driven insights, delivered through a scalable network of franchise partners.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,630,132 (2024 - £1,664,342).

Dividends were declared amounting to £1,000,000 (2024 - £Nil).

Directors

The directors who served during the year were:

C F Marfleet (resigned 30 May 2025)

C H Marfleet (resigned 30 May 2025)

A J Marcer

M A Taylor

Page 3

MICO HOLDING LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The company falls outside the scope of the requirements of Part 7A of Schedule 7 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 and accordingly has not included disclosures concerning greenhouse gas emissions, energy consumption, and energy efficiency action.

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 auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

A J Marcer

Director

Date: 19 June 2026

Page 4

MICO HOLDING LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD

Opinion

We have audited the financial statements of MICO Holding Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year 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 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 profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 5

MICO HOLDING LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the 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 6

MICO HOLDING LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor's responsibilities for the audit of the financial statements

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

Page 7

MICO HOLDING LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICO HOLDING LTD (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

David Boosey BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

Gatwick, United Kingdom

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 8

MICO HOLDING LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	21,059,997	17,243,146
Cost of sales		(6,501,735)	(7,677,764)
Gross profit		14,558,262	9,565,382
Administrative expenses		(9,178,182)	(6,812,774)
Operating profit		5,380,080	2,752,608
Interest receivable and similar income	8	9,628	2,317
Interest payable and similar expenses	9	(7,995)	(39,924)
Profit before taxation		5,381,713	2,715,001
Tax on profit	10	(1,745,034)	(1,052,331)
Profit for the financial year		3,636,679	1,662,670


Other comprehensive income - foreign exchange (loss)/gains	(608,197)	181,312
Other comprehensive income for the year	(608,197)	181,312
Total comprehensive income for the year	3,028,482	1,843,982

Profit for the year attributable to:
Non-controlling interests	6,547	(1,672)
Owners of the Parent Company	3,630,132	1,664,342
	3,636,679	1,662,670

Total comprehensive income for the year attributable to:
Non-controlling interest	6,547	(1,672)
Owners of the Parent Company	3,021,935	1,845,654
	3,028,482	1,843,982

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 19 to 43 form part of these financial statements.

Page 9

MICO HOLDING LTD

REGISTERED NUMBER: 12384054

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		18,756,159		8,189,982
Tangible assets	12		57,373		40,488
			18,813,532		8,230,470
Current assets
Debtors: amounts falling due after more than one year	14	179,182		-
Debtors: amounts falling due within one year	14	14,714,712		9,463,233
Cash at bank and in hand	15	6,454,314		7,897,710
		21,348,208		17,360,943
Creditors: amounts falling due within one year	16	(16,552,523)		(11,178,446)
Net current assets			4,795,685		6,182,497
Total assets less current liabilities			23,609,217		14,412,967
Creditors: amounts falling due after more than one year	17		-		(61,977)
Provisions for liabilities
Deferred taxation	18	(433,219)		(203,474)
			(433,219)		(203,474)
Net assets			23,175,998		14,147,516

Capital and reserves
Called up share capital	19	101	100
Share premium account	20	7,015,749	15,750
Foreign exchange reserve	20	(634,870)	(26,673)
Profit and loss account	20	16,764,733	14,134,601
Equity attributable to owners of the Parent Company		23,145,713	14,123,778
Non-controlling interests		30,285	23,738
		23,175,998	14,147,516

Page 10

MICO HOLDING LTD

REGISTERED NUMBER: 12384054

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:

A J Marcer

Director

Date: 19 June 2026

The notes on pages 19 to 43 form part of these financial statements.

Page 11

MICO HOLDING LTD

REGISTERED NUMBER: 12384054

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		1,557,101		927,849
Investments	13		6,375,400		400
			7,932,501		928,249
Current assets
Debtors: amounts falling due within one year	14	2,432,760		1,907,257
Cash at bank and in hand	15	330		31,869
		2,433,090		1,939,126
Creditors: amounts falling due within one year	16	(2,033,739)		(1,111,178)
Net current assets			399,351		827,948
Total assets less current liabilities			8,331,852		1,756,197

Provisions for liabilities
Deferred taxation	18	(157,313)		-
			(157,313)		-
Net assets			8,174,539		1,756,197

Capital and reserves
Called up share capital	19		101		100
Share premium account	20		7,015,749		15,750
Profit and loss account brought forward		1,740,347		1,513,111
Profit for the year		418,342		227,236
Other changes in the profit and loss account		(1,000,000)		-
Profit and loss account carried forward			1,158,689		1,740,347
			8,174,539		1,756,197

Page 12

MICO HOLDING LTD

REGISTERED NUMBER: 12384054

COMPANY 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:

A J Marcer

Director

Date: 19 June 2026

The notes on pages 19 to 43 form part of these financial statements.

Page 13


		MICO HOLDING LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Foreign exchange reserve	Profit and loss account	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2024	100	-	(207,985)	12,470,259	25,410	12,287,784
Comprehensive income for the year
Profit for the year	-	-	-	1,664,342	(1,672)	1,662,670
Foreign exchange gains	-	-	181,312	-	-	181,312
Shares issued during the year	-	15,750	-	-	-	15,750

At 1 January 2025	100	15,750	(26,673)	14,134,601	23,738	14,147,516
Comprehensive income for the year
Profit for the year	-	-	-	3,630,132	6,547	3,636,679
Foreign exchange loss	-	-	(608,197)	-	-	(608,197)
Dividends: Equity capital	-	-	-	(1,000,000)	-	(1,000,000)
Shares issued during the year	1	6,999,999	-	-	-	7,000,000
At 31 December 2025	101	7,015,749	(634,870)	16,764,733	30,285	23,175,998

The notes on pages 19 to 43 form part of these financial statements.

Page 14

MICO HOLDING LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	100	-	1,513,111	1,513,211
Comprehensive income for the year
Profit for the year	-	-	227,236	227,236
Shares issued during the year	-	15,750	-	15,750

At 1 January 2025	100	15,750	1,740,347	1,756,197
Comprehensive income for the year
Profit for the year	-	-	418,342	418,342
Dividends: Equity capital	-	-	(1,000,000)	(1,000,000)
Shares issued during the year	1	6,999,999	-	7,000,000
At 31 December 2025	101	7,015,749	1,158,689	8,174,539

The notes on pages 19 to 43 form part of these financial statements.

Page 15

MICO HOLDING LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	3,636,679	1,662,670
Adjustments for:
Amortisation of intangible assets	357,167	286,655
Depreciation of tangible assets	17,769	14,459
Impairments of fixed assets	-	556,174
Loss on disposal of tangible assets	-	2,184
Interest paid	7,995	41,253
Interest received	(9,628)	(2,317)
Taxation charge	1,745,034	1,052,331
(Increase)/decrease in debtors	(5,204,480)	523,811
Increase in creditors	6,398,055	394,571
(Decrease) in amounts owed to groups	(2,051,012)	(572,027)
Corporation tax (paid)	(983,658)	(1,670,035)
Net cash generated from operating activities	3,913,921	2,289,729

Cash flows from investing activities
Purchase of intangible fixed assets	(11,315,405)	(263,562)
Purchase of tangible fixed assets	(43,712)	(30,404)
Sale of tangible fixed assets	167	-
Interest received	9,628	2,317
Net cash from investing activities	(11,349,322)	(291,649)

Page 16

MICO HOLDING LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Issue of ordinary shares	7,000,000	15,750
Repayment of loans	-	(181,003)
Dividends paid	(1,000,000)	-
Interest paid	(7,995)	(41,253)
Net cash used in financing activities	5,992,005	(206,506)
Net (decrease)/increase in cash and cash equivalents	(1,443,396)	1,791,574
Cash and cash equivalents at beginning of year	7,897,710	6,106,136
Cash and cash equivalents at the end of year	6,454,314	7,897,710

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	6,454,314	7,897,710
	6,454,314	7,897,710

The notes on pages 19 to 43 form part of these financial statements.

Page 17

MICO HOLDING LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	7,897,710	(1,443,396)	6,454,314
	7,897,710	(1,443,396)	6,454,314

The notes on pages 19 to 43 form part of these financial statements.

Page 18

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

MICO Holding Ltd is a private company limited by shares incorporated in England and Wales in the United Kingdom. The address of the registered office is Suite 24 40 Churchill Square, Kings Hill, West Malling, England, 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 judgement 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 that there are no material uncertainties with respect to the Company's ability to continue as a going concern. As a result, the financial statements have been prepared on a going concern basis.

Page 19

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR 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, and is rounded to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the 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 20

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR 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.

Page 21

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Current and deferred taxation

The tax expense for the year 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 22

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

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 of ten years.

Other intangible assets

Software is initially recognised at cost. After recognition, under the cost model, software 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

years

2.11

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 23

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

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.

2.12

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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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 24

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

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.

2.16

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 25

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

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.

2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 26

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements 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 2.11 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 2.10 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.

Turnover

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	8,483,672	7,627,936
Europe	4,243,719	2,426,452
Rest of the world	8,332,606	7,188,758
	21,059,997	17,243,146

Page 27

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Group's auditor and its associates for the audit of the group and subsidiary company's annual financial statements	70,440	74,057
Fees payable to the Group's auditor and its associates for taxation compliance services	24,000	21,904
Fees payable to the Group's auditor and its associates for preparation of statutory accounts	29,837	28,416

6.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	4,528,665	4,076,190	490,875	19,726
Social security costs	474,880	76,640	-	-
Cost of defined contribution scheme	43,911	-	-	-
	5,047,456	4,152,830	490,875	19,726

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	3	4	3	4
Sales and marketing	24	23	-	-
Administration	13	15	-	-
Support	34	25	-	-

	74	67	3	4

Page 28

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	452,280	839,246
Group contributions to defined contribution pension schemes	4,107	3,412
	456,387	842,658

	During the year retirement benefits were accruing to 3 directors (2024 - NIL) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £337,840 (2024 - £256,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £NIL).

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 £877,940 (2024: £952,050).

8.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	9,628	2,317
		9,628	2,317

9.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	4,751	9,615
Other loan interest payable	-	1,211
Other interest payable	3,244	29,098
	7,995	39,924

Page 29

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	862,407	400,345
Adjustments in respect of previous periods	90,232	31,483
	952,639	431,828
Foreign tax
Foreign tax on income for the year	356,010	463,850
Foreign tax in respect of prior periods	191,758	-
	547,768	463,850
Total current tax	1,500,407	895,678

Deferred tax
Origination and reversal of timing differences	244,627	156,653
Total deferred tax	244,627	156,653


	Tax on profit	1,745,034	1,052,331

Page 30

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Profit on ordinary activities before tax

5,381,713

2,715,001

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	1,345,428	678,750
Effects of:
Non-tax deductible amortisation of goodwill and impairment	58,669	58,669
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	65,243	17,182
Adjustments to tax charge in respect of prior periods	281,990	31,483
Other timing differences leading to an increase (decrease) in taxation	-	168,114
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment	-	(25,948)
Movement in deferred tax not recognised	7,995	616
Other movements in foreign tax	(10,522)	87,004
Other differences leading to an increase (decrease) in the tax charge	(3,740)	(13,941)
Group relief	-	50,402
Marginal relief	(29)	-
Total tax charge for the year	1,745,034	1,052,331

Page 31

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Intangible assets
	Group

	Licenses	Software	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2025	7,728,134	414,469	2,346,737	10,489,340
Additions	9,859,252	1,456,153	-	11,315,405
Transfer between classes	(125,883)	133,808	-	7,925
Foreign exchange movement	(390,810)	10,167	-	(380,643)
At 31 December 2025	17,070,693	2,014,597	2,346,737	21,432,027
Amortisation
At 1 January 2025	556,174	159,136	1,584,048	2,299,358
Charge for the year	-	122,493	234,674	357,167
Transfer between classes	-	659	-	659
Foreign exchange movement	-	18,684	-	18,684
At 31 December 2025	556,174	300,972	1,818,722	2,675,868
Net book value
At 31 December 2025	16,514,519	1,713,625	528,015	18,756,159
At 31 December 2024	7,171,960	255,333	762,689	8,189,982

Page 32

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Intangible assets (continued)

	Company

	Licenses	Software	Total
	£	£	£
Cost
At 1 January 2025	927,849	-	927,849
Additions	-	629,252	629,252
At 31 December 2025	927,849	629,252	1,557,101

Net book value
At 31 December 2025	927,849	629,252	1,557,101
At 31 December 2024	927,849	-	927,849

Page 33

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Long-term leasehold property	Fixtures and fittings	Office equipment	Computer equipment	Other fixed assets	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	49,446	6,836	47,066	52,765	3,893	160,006
Additions	-	-	32,750	10,962	-	43,712
Disposals	-	-	(167)	(21,144)	-	(21,311)
Transfers between classes	-	-	(7,925)	-	-	(7,925)
Exchange adjustments	-	4,850	(575)	(1,800)	(263)	2,212
At 31 December 2025	49,446	11,686	71,149	40,783	3,630	176,694
Depreciation
At 1 January 2025	49,446	2,322	23,690	43,330	730	119,518
Charge for the year	-	1,275	9,447	6,140	907	17,769
Disposals	-	-	-	(21,144)	-	(21,144)
Transfers between classes	-	-	(659)	-	-	(659)
Exchange adjustments	-	5,155	(48)	(1,221)	(49)	3,837
At 31 December 2025	49,446	8,752	32,430	27,105	1,588	119,321
Net book value
At 31 December 2025	-	2,934	38,719	13,678	2,042	57,373
At 31 December 2024	-	4,514	23,376	9,435	3,163	40,488

Page 34

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	400
	Additions	6,375,000
	At 31 December 2025	6,375,400

Direct subsidiary undertaking
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

E R Associates Australia Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
Evercertain Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
Associates Support & Network Services Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Europe) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (ML) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%

Page 35

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

E R Associates (UAE) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Belgium) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Africa) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Czech) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Denmark) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Egypt) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Finland) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Malta) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Hungary) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Italy) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Greece) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Netherlands) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Norway) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Poland) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Portugal) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Romania) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%

Page 36

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Indirect subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

E R Associates (Slovakia) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Slovenia) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Spain) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Sweden) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (LATAM) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Brazil) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Canada) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (France) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Saudi Arabia) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Jordan) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (South Korea) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Turkey) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (UK) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
Expense Reduction Analysts (UK) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Japan) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
Expense Reduction Associates Pty Limited	Unit 9, 1 Markey Street, EASTWOOD, SA 5063	Ordinary	100%
SWCS LLC	Addison Tower, Addison Rd, Suite 410, Addison, TX 75001, USA	Ordinary	100%

Page 37

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Indirect subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

Expense Reduction Analysts, Inc.	Addison Tower, Addison Rd, Suite 410, Addison, TX 75001, USA	Ordinary	100%
Expense Reduction Analysts GmbH	Gustav-Stesemann-Ring 12-16, 65189 Wiesbaden, Germany	Ordinary	100%
ERA Global Management Srl	Via Matteo Bandello 15, 20123 Milano, Italy	Ordinary	100%
Expense Reduction Analysts Spain SL	Paseo de la Castellana 117, 7-D, 28046, Madrid, Spain	Ordinary	100%
Expense Reduction Analysts (Canada) Limited	Addison Tower, Addison Rd, Suite 410, Addison, TX 75001, USA	Ordinary	100%
Abbeypower Consultores SA de CV	Av. Paseo de la Reforma No. 342 26th Floor, Mexico City, Mexico	Ordinary	100%
E R Associates (Ireland) Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (Asia ML) Limited	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%
E R Associates (India) Private Limited	206, Plot No. H-2, 2nd Floor, Apra North EX Plaza, Netaji Subhash Place, Pitampura, Saraswati Vihar, North West Delhi, India, 110034	Ordinary	100%
Abbeypower Limited^	Suite 24 40 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary	100%

^ Denotes subsidiaries which have taken advantage of the parent company guarantee exemption to prepare unaudited accounts in accordance with s479A of the Companies Act 2006.

Page 38

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Prepayments and accrued income	179,182	-	-	-
	179,182	-	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Trade debtors	10,378,407	5,413,730	-	-
Amounts owed by the parent and group undertakings	1,625,499	1,326,425	2,350,003	1,766,080
Other debtors	1,403,045	1,349,018	82,757	121,513
Prepayments and accrued income	1,307,761	1,374,060	-	19,664
	14,714,712	9,463,233	2,432,760	1,907,257

Amounts due from fellow group undertakings (Company) are unsecured and repayable on demand. No interest is charged.

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	6,454,314	7,897,710	330	31,869
	6,454,314	7,897,710	330	31,869

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MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	8,946,707	3,065,484	89,714	35,801
Amounts owed to the parent and group undertakings	1,586,437	3,338,375	1,923,961	1,066,293
Corporation tax	744,168	285,430	20,064	-
Other taxation and social security	433,774	336,316	-	-
Other creditors	3,014,923	1,296,869	-	1
Accruals and deferred income	1,826,514	2,855,972	-	9,083
	16,552,523	11,178,446	2,033,739	1,111,178

Amounts due to fellow group undertakings (Company) are unsecured and repayable on demand. No interest is charged.

The company is a guarantor by way of a legal charge dated 11 September 2025 as a debenture, creating a fixed and floating charge over all the company's assets.

17.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Other creditors	-	61,977
	-	61,977

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MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	(203,474)	(46,101)
Charged to profit or loss	(244,627)	(156,653)
Charged to other comprehensive income	14,882	(720)
At end of year	(433,219)	(203,474)

Company


	£	£

At beginning of year	-	-
Charged to profit or loss	(157,313)	-
At end of year	(157,313)	-


Group	Group	Company
2025	2024	2025
£	£	£

Accelerated capital allowances	(423,234)	(97,109)	(157,313)
Tax losses carried forward	5,799	9,282	-
Short term timing differences	118,047	50,610	-
Other timing differences	(133,831)	(166,257)	-
	(433,219)	(203,474)	(157,313)

Page 41

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

101 (2024 - 100) Ordinary shares of £1.00 each	101	100
35 (2024 - 35) G Shares shares of £0.01 each	-	-

	101	100

Ordinary shares carry full rights with regard to voting, the payment of dividends and distributions.

G shares carry no voting rights and are not entitled to dividends or other distributions, but are entitled to participate in the capital of the Company and any proceeds arising on a sale in accordance with Section 44.1 of the Articles of Association.

During the year, 1 Ordinary Share was issued with a nominal value of £1 per share, for total consideration of £7,000,000.

20.

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.

21.	Prior year adjustment

In order to enhance the comparability of the financial statements, certain amounts reported in the prior year have been reclassified to align with the presentation adopted in the current year. These reclassifications relate to the allocation of income and expenses within the statement of profit or loss.

The reclassifications have no impact on total profit or loss, total comprehensive income, or total assets and liabilities.

Page 42

MICO HOLDING LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	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	Group
		2025	2024
		£	£

Not later than 1 year	45,365	45,348
Later than 1 year and not later than 5 years	35,986	87,254
	81,351	132,602

23.	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.

24.	Parent undertaking

The immediate parent undertaking at the year end was UK Pluto Bidco Limited, registered in the United Kingdom.

The ultimate parent undertaking was Horizon Capital LLP, registered in the United Kingdom.

There is deemed to be no ultimate controlling party.

The parent of the smallest group for which consolidated financial statements are available is MICO Holding Limited, registered at Suite 24, 40 Churchill Square, Kings Hill, West Malling, England, ME19 4YU.

The parent of the largest group for which consolidated financial statements are available is UK Pluto Topco Limited, registered at Suite 24, 40 Churchill Square, Kings Hill, West Malling, England, ME19 4YU.

Page 43