Company registration number 11363308 (England and Wales)
HARROW BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
HARROW BIDCO LIMITED
COMPANY INFORMATION
Director
M Oxley
Company number
11363308
Registered office
43 Palace Street
London
SW1E 5HL
Auditor
Grant Thornton UK LLP
8 Finsbury Circus
London
EC2M 7EA
HARROW BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Director's report
5 - 6
Director's responsibilities statement
7
Independent auditor's report
8 - 11
Profit and loss account
12
Statement of comprehensive income
13
Balance sheet
14
Statement of changes in equity
15
Notes to the financial statements
16 - 23
HARROW BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The director presents his strategic report for the year ended 31 March 2026.

The company does not trade and is a member of the Aurora group. This strategic report refers to the activities of the group which include this company’s activities. However, the financial statements presented in this annual report are those of the company and not the group.

FY26 has been a defining and highly successful year for Aurora, marking the business’s return to strong profitability and the delivery of its strategic objective to reposition as a high-growth, capability-led managed services platform.

The group delivered EBITDA of £2.0 million, representing a significant turnaround from prior year losses. This performance reflects the successful execution of the Board’s strategy and the transformation of the business into a scalable, high-performing organisation.

Following a period of significant change in FY25, including the reconstitution of the Board and the appointment of new leadership, the group undertook a comprehensive review of its strategy, operating model and market positioning. This resulted in a clearly defined strategic direction, a more disciplined operating structure and a renewed focus on core strengths, customer value and long-term growth.

The impact of these changes has begun to filter through the organisation during FY26, with improved trading performance, stronger operational execution and increasing confidence across the business. The actions taken in the prior year have created a materially more focused, agile and commercially aligned organisation, providing the foundation for the return to profitability in FY26 and underpinning further growth in the years ahead.

Aurora is now firmly established as one of the fastest-growing and most ambitious independent providers of managed workplace technology in the UK. The group combines industry-leading talent, deep technical capability and a broad, integrated service offering spanning IT, telecoms, print, workflow and AI-led solutions. It continues to build market-leading credentials across capability, proposition and service delivery, with increasing recognition as a trusted partner to customers.

The year has also seen the group successfully execute on its growth strategy through both organic and inorganic expansion. The acquisitions of Right Digital Solutions in September 2025 and the Ethos managed print services business in March 2026 have significantly strengthened Aurora’s scale, capability and customer base, reinforcing its position as a leading consolidator within the sector.

Alongside this, the group has materially strengthened its financial position. In July 2026, Pemberton equitised its debt investment, demonstrating continued confidence in Aurora’s strategy and long-term growth potential. This has enhanced the group’s balance sheet and provides additional flexibility to support ongoing expansion.

Aurora benefits from a highly experienced and aligned Board, supported by committed and ambitious shareholders who are fully behind the group’s growth strategy. The successful return to profitability in FY26 represents the delivery of a core strategic objective, with the business now firmly on a pro forma trajectory for further, material growth in earnings.

This growth will be driven by continued organic expansion, further targeted acquisitions, ongoing innovation and a relentless focus on service excellence. The directors believe Aurora has entered a new phase of accelerated growth, with the scale, capability and financial strength to further establish itself as a leading force in the UK managed services market.

HARROW BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Performance and momentum

The group’s performance during FY26 reflects a business operating with increasing confidence, discipline and momentum.

Growth has been delivered across both revenue and profitability, supported by strong new business performance, high levels of customer retention and an expanding base of recurring managed service income. Following the transformation activities undertaken in the prior year, the business now benefits from a more stable, efficient cost base and is demonstrating improving operational leverage.

Customer demand continues to strengthen as organisations increasingly consolidate suppliers and partner with providers capable of delivering integrated, end-to-end workplace technology solutions. Aurora’s breadth of capability and service-led approach position it strongly to capture this demand.

The group is seeing increasing reliance from customers across its service offering, reinforcing its role as a strategic partner rather than a transactional supplier and underpinning long-term, sustainable revenue growth.

Growth and market position

Aurora’s strategy to scale through a combination of organic growth and targeted acquisition has accelerated significantly during the year.

The acquisition of Right Digital Solutions has materially enhanced the group’s scale and capabilities, strengthening its position across IT, telecoms and digital services and creating a platform for further expansion as one of the UK’s leading independent managed services providers.

The subsequent acquisition of the Ethos managed print services business has further expanded Aurora’s customer base and operational footprint, while demonstrating the group’s ability to execute opportunistic transactions and deliver value through effective integration.

Together, these transactions underline Aurora’s position as an active and credible consolidator within a fragmented and evolving market, with a clear strategy to build scale, capability and market presence.

Capability and proposition

Aurora has continued to enhance its proposition and strengthen its competitive position during the year.

The group delivers a fully integrated managed service offering across print, IT, telecoms, workflow and broader workplace technology, supporting customers across the full technology lifecycle.

A key milestone has been the launch of Aurora’s AI capability, enhancing automation, insight and service efficiency and positioning the business at the forefront of innovation within the sector.

The expansion of IT and telecoms services has delivered particularly strong growth, with increasing adoption across the customer base, reflecting demand for integrated, mission-critical services delivered by a single provider.

People

Aurora’s continued success is underpinned by the strength and quality of its people.

The group remains focused on attracting, developing and retaining industry-leading talent and has successfully integrated employees from acquired businesses, further strengthening its capability and depth.

Aurora benefits from a highly experienced workforce with strong credentials across technical delivery, service operations and customer engagement, supporting consistent service excellence at scale.

HARROW BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -

Financial position and shareholder support

The group’s financial position has strengthened materially during FY26.

Improved trading performance has driven a return to profitability, supported by disciplined cost management and strong cash control. The business is well positioned to fund continued growth and invest in capability.

The equitisation of debt by Pemberton in Jul y 2026 further strengthens the balance sheet, reducing leverage and enhancing flexibility to pursue strategic opportunities.

The directors consider the group to be appropriately funded and well positioned to meet its obligations and support its growth ambitions.

Principal risks and uncertainties

The group operates in a competitive and evolving market. Key risks include macroeconomic conditions, technological change and the integration of acquired businesses.

These risks are actively managed through disciplined financial oversight, continued investment in systems and capability, and a structured approach to acquisition and integration.

Financial performance and key performance indicators

The directors use a range of financial and operational metrics to assess the performance of the business. EBITDA remains the primary measure of underlying performance.

The return to positive group EBITDA in FY26 reflects improved trading performance, cost discipline and the benefits of the g roup’s repositioned operating model following the strategic reset undertaken in the prior year.

Outlook

Aurora enters FY27 with strong momentum and a clear trajectory for continued growth.

The business has successfully transitioned from transformation into sustained expansion. The strategic reset undertaken in the prior year, including changes to leadership, operating model and market focus, has now established a strong and scalable foundation, with the benefits beginning to materialise in FY26 and expected to accelerate further in the years ahead.

The group is well positioned to deliver continued growth in both revenue and profitability, driven by:

- ongoing organic expansion across its core services

- increasing adoption of IT, telecoms and AI-enabled solutions

- further targeted acquisitions

- a continued and disciplined focus on service excellence and customer outcomes

The directors are confident that Aurora will continue to strengthen its market position and deliver sustained long-term growth.

HARROW BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 4 -
Section 172 statement

I n accordance with section 172 of the Companies Act 2006, the directors act in a way they consider, in good faith, most likely to promote the success of the Company for the benefit of its shareholders as a whole, while having regard to the interests of its key stakeholders.

During the year, the Board has focused on delivering long-term value through the successful return to profitability, investment in expanded capabilities including AI, and the execution of strategic acquisitions to strengthen scale and market position.

The group recognises that its people are central to its success. The Board has prioritised investment in talent, the integration of employees from acquired businesses and the development of a high-performance, collaborative culture.

Strong relationships with customers and suppliers underpin the group’s performance. The Board promotes a customer-first approach focused on service quality, reliability and innovation, strengthening Aurora’s position as a trusted strategic partner.

The directors are committed to maintaining high standards of business conduct and operate with integrity and transparency, supporting a strong and growing market reputation.

The group continues to develop its approach to environmental and social responsibility, including initiatives to reduce environmental impact and promote sustainable practices.

The Board maintains regular engagement with shareholders to ensure alignment on strategy and performance. The continued support demonstrated during the year, including the equitisation of debt, reflects confidence in the group’s direction and long-term potential.

The directors consider that they have acted in a way most likely to promote the long-term success of the company.

Section 172 of the Companies Act 2006 requires the directors of a company to act in a way they consider, in good faith, would be most likely to promote the success of the company and its group for the benefit of its shareholders as a whole and, in doing so, have regard (among other matters) to:

On behalf of the board

M Oxley
Director
31 July 2026
HARROW BIDCO LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 5 -

The director presents his annual report and financial statements for the year ended 31 March 2026.

Principal activities

The principal activity of the company was that of an investment holding company.

Results and dividends

The results for the year are set out on page 12.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

M Oxley
A J Moffitt
(Resigned 30 April 2025)

Going concern

The company is a member of the Aurora UK Topco Limited group (“the group”). The company is reliant upon the wider group’s financing facilities. The group meets its day-to-day working capital requirements through its own cash balances and committed banking/funding facilities. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the directors have reviewed several factors, including information provided to them in relation to the group's trading results, its available resources, the ability of the group to continue to operate within its financial covenants and the group's latest forecasts and projections, comprising:

A forecast for the period to 31 March 2028 which has been prepared on a bottom-up basis with realistic assumptions regarding new contract wins, print volumes and likely margins.

Pemberton continue to support the group's growth plans, as demonstrated by the acquisitions of the Right Digital Solutions group of companies and Ethos. The directors are confident in the group's ongoing operations, supported by lenders and investors, and continue to prepare financial statements on a going concern basis.

Financial instruments
Capital management policies

In managing its capital, the group’s primary objective is to maintain a sufficient funding base to enable the group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, through new share issues or debt, the group considers not only its short-term position but also its long-term operational and strategic objectives.

Liquidity risk

Liquidity risk arises from the g roup management of working capital. It is the risk that the g roup will encounter difficulty in meeting its financial obligations as they fall due. Refer to Note 1.2 of the financial statements for details of going concern considerations.

The g roup policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 90 days.

Interest rate risk

The group borrows at variable rates of interest. It is therefore exposed to increases in interest rates. The group reviews market forecasts of future interest rates on a regularly basis and would consider the use of hedging instruments to mitigate such risk where appropriate. No hedging arrangements were in force at the balance sheet date.

HARROW BIDCO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 6 -
Foreign currency risk

The group trades exclusively in the UK and financing is predominantly denominated in sterling. The group is therefore exposed to only minimal currency risk.

Credit risk

Credit risk is the risk of financial loss to the group if a customer or a counter party to a financial instrument fails to meet its contractual obligations. The group is principally exposed to credit risk on cash and cash equivalents with banks and financial institutions, and trade receivables. For banks and financial institutions, only independently rated parties with an acceptable rating are utilised.

Credit risk in connection with trade receivables is managed by the use of credit control procedures, such as the maintenance of a credit control department, use of credit references and stop limits. Balances are provided for in the eventuality it becomes necessary.

Auditor

In accordance with the company's articles, a resolution proposing that Grant Thornton UK LLP be reappointed as auditor of the company will be put at a General Meeting.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of disclosure concerning employment etc of disabled persons and engagement with employees, suppliers, customers and others and future developments of the business.

Statement of disclosure to auditor

The directors confirm that:

- so far as each director is aware, there is no relevant audit information of which the company’s auditor is unaware; and

- the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
M Oxley
Director
31 July 2026
HARROW BIDCO LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -

The director is responsible for preparing the Strategic Report and Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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.

HARROW BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF HARROW BIDCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Harrow Bidco Limited (the 'company') for the year ended 31 March 2026, which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, 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 FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

- the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its loss for the year then ended;

- the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company’s business model including effects arising from macro-economic uncertainties such as the global cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period.

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.

HARROW BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF HARROW BIDCO LIMITED
- 9 -

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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors’ report for the financial year 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.

Matter on which we are required to report under the Companies Act 2006

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 and the director's report.

Matters on which we are required to report by exception

W e have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of director's remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement set out on page 7, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has 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 financial statements.

HARROW BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF HARROW BIDCO LIMITED
- 10 -

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006, and the relevant tax legislation in the jurisdictions in which the company operates;

- We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those charged with governance. We corroborated our enquiries though our review of board minutes and other relevant correspondence received from legal advisors and regulatory bodies;

- We also enquired of management and those charged with governance concerning the company’s policies and procedures relating to the identification, evaluation, detection and response to the risks of fraud and the establishment of internal controls to mitigate risks related to fraud. We enquired as to whether they had any knowledge of actual, suspected or alleged fraud;

- We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by considering management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risk was through management override of controls;

- Audit procedures performed by the audit team included:

- identifying and assessing the design and implementation of controls management utilises to prevent and detect fraud;

- assessing the extent of compliance with the relevant laws and regulations as part of our audit procedures on the related financial statement item; and

- performing audit procedures to conclude on the compliance of disclosures in the financial statements with applicable financial reporting requirements.

- These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

- The assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:

- understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;

- knowledge of the industry in which the company operates;

- understanding of relevant legal and regulatory frameworks including United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006, and the relevant tax legislation in the jurisdictions in which the company operates, and the application of the legal and regulatory requirements of these to Harrow Bidco Limited.

- Communications within the audit team in respect of potential non-compliance with laws and regulations and fraud included the potential for fraud including through the valuation of goodwill and investments in subsidiaries; and through management override of controls in the preparation of the financial statements.

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.

HARROW BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF HARROW BIDCO LIMITED
- 11 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Marc Summers BSc(Hons) FCA
Senior Statutory Auditor
For and on behalf of Grant Thornton UK LLP
2 August 2026
2026-08-03
Chartered Accountants
Statutory Auditor
8 Finsbury Circus
London
EC2M 7EA
HARROW BIDCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2026
- 12 -
2026
2025
Notes
£
£
Administrative expenses
(100)
(13,759)
Exceptional items
3
-
(111,047)
Operating loss
(100)
(124,806)
Interest receivable and similar income
5
41,199
-
0
Interest payable and similar expenses
6
(12,759,380)
(9,702,508)
Loss before taxation
(12,718,281)
(9,827,314)
Tax on loss
8
-
0
-
0
Loss for the financial year
(12,718,281)
(9,827,314)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

HARROW BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 13 -
2026
2025
£
£
Loss for the year
(12,718,281)
(9,827,314)
Other comprehensive income
-
-
Total comprehensive income for the year
(12,718,281)
(9,827,314)
HARROW BIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 14 -
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
9
3,413,261
3,413,261
Current assets
Debtors
11
84,552,031
75,541,467
Cash at bank and in hand
1,438,855
1,559,000
85,990,886
77,100,467
Creditors: amounts falling due within one year
12
(42,959,208)
(45,862,877)
Net current assets
43,031,678
31,237,590
Total assets less current liabilities
46,444,939
34,650,851
Creditors: amounts falling due after more than one year
13
(108,855,685)
(84,343,316)
Net liabilities
(62,410,746)
(49,692,465)
Capital and reserves
Called up share capital
15
1
1
Other reserves
75,731,197
75,731,197
Profit and loss reserves
(138,141,944)
(125,423,663)
Total equity
(62,410,746)
(49,692,465)
The financial statements were approved by the board of directors and authorised for issue on 30 July 2026 and are signed on its behalf by:
M Oxley
Director
Company registration number 11363308 (England and Wales)
HARROW BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 15 -
Share capital
Capital Contribution
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2024
1
75,731,197
(115,596,349)
(39,865,151)
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(9,827,314)
(9,827,314)
Balance at 31 March 2025
1
75,731,197
(125,423,663)
(49,692,465)
Year ended 31 March 2026:
Loss and total comprehensive income
-
-
(12,718,281)
(12,718,281)
Balance at 31 March 2026
1
75,731,197
(138,141,944)
(62,410,746)
A capital contribution was made by Harrow Debtco Limited to Harrow Bidco Limited to reflect Aurora UK Topco LImited assuming debt balances at the point of acquisition.
HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 16 -
1
Accounting policies
Company information

Harrow Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 43 Palace Street, London, SW1E 5HL.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Transactions with related parties which are wholly owned subsidiaries of the company's parent have not been disclosed as permitted by section 33 of FRS102.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Harrow Bidco Limited is a wholly owned subsidiary of Aurora UK Topco Limited and the results of Harrow Bidco Limited are included in the consolidated financial statements of Aurora UK Topco Limited which are available from 43 Palace Street, London SW1E 5HL.

HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 17 -
1.2
Going concern

The company is a member of the Aurora UK Topco Limited group (“the group”). The company is reliant upon the wider group’s financing facilities. The group meets its day-to-day working capital requirements through its own cash balances and committed banking/funding facilities. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the directors have reviewed several factors, including information provided to them in relation to the group's trading results, its available resources, the ability of the group to continue to operate within its financial covenants and the group's latest forecasts and projections, comprising:true

A forecast for the period to 31 March 2028 which has been prepared on a bottom-up basis with realistic assumptions regarding new contract wins, print volumes and likely margins.

Pemberton continue to support the group's growth plans, as demonstrated by the acquisitions of the Right Digital Solutions group of companies and Ethos. The directors are confident in the group's ongoing operations, supported by lenders and investors, and continue to prepare financial statements on a going concern basis.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 19 -
1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.8
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.9

Future changes in UK GAAP

On 27 March 2024, the FRC issued Amendments to FRS 102. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with earlier adoption permitted.

The most significant amendments are the replacement of Section 23, now renamed Revenue from Contracts with Customers, and Section 20 Leases. The many other less significant changes, including a new Section 2A Fair Value Measurement, are not currently expected to have a material impact. The new revenue and leasing requirements seek to provide greater consistency and alignment to the international accounting standards, i.e., IFRS 15 and IFRS 16. The company is planning for the implementation of these change and is at an early stage in evaluating their financial impact.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Carrying value of investment in subsidiaries

The determination of whether the carrying value of investments in subsidiary undertakings is impaired is a key area of judgement. Having reviewed the matter, the directors have determined that there are no indicators of possible impairment present at the balance sheet date.

HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Market rate of interest for intra group loan notes

In estimating the market rate of interest applied to the intra group loan notes the directors have taken into account rates charged by other lenders, the term of the facility and the security provided.

Estimation of loan terms

In estimating the amortised cost of certain loans receivable and payable, an estimate must be made of the timing of cashflows expected to be received and paid.

Useful life of purchased goodwill

The estimated useful life of goodwill is based on assumptions concerning the rate at which purchased goodwill is replaced by internally-generated goodwill after purchase, and includes an assessment of such matters as the life of non-contractual customer relationships and other intangibles purchased that are not separable or based on contractual or legal rights.

3
Exceptional costs
2026
2025
£
£
Redundancy and restructuring
-
(39,241)
Other
-
150,288
-
111,047
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2026
2025
Number
Number
Total
0
0
5
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
41,199
-
0
HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 21 -
6
Interest payable and similar expenses
2026
2025
£
£
Interest payable to group undertakings
1,182,871
-
0
Other interest on financial liabilities
11,576,509
9,702,508
12,759,380
9,702,508
7
Auditor's remuneration

Fees for audit and non-audit services have been borne by Aurora Managed Services Group Limited.

8
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2026
2025
£
£
Loss before taxation
(12,718,281)
(9,827,314)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
(3,179,570)
(2,456,829)
Effects of:
Expenses that are not deductible in determining taxable profit
2,393,172
1,973,562
Group relief
463,805
-
0
Movement in deferred tax not recognised
322,593
483,267
Taxation charge in the financial statements
-
-
9
Fixed asset investments
2026
2025
Notes
£
£
Investments in subsidiaries
10
3,413,261
3,413,261
HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 22 -
10
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Aurora Managed Services Group Limited
1
Ordinary
100.00
-
Aurora Managed Services Limited
1
Ordinary
0
100.00
Corporate Information & Communication Technology Limited
1
Ordinary
0
100.00
Managed Print Services London Limited
1
Ordinary
0
100.00
Falcon Document Solutions Limited
1
Ordinary
0
100.00
Copylogic Limited
1
Ordinary
0
100.00
J T Property Holdings Limited
1
Ordinary
0
100.00
Classic Business Equipment Limited
1
Ordinary
0
100.00
The London Photocopying Company Limited
1
Ordinary
0
100.00
Digital Copier Systems Eastern Limited
1
Ordinary
0
100.00
Regent Document Solutions Limited
1
Ordinary
0
100.00
Business By Technology Group Limited
1
Ordinary
0
100.00
Business By Technology (Holdings) Limited
1
Ordinary
0
100.00
Eastern Business Systems Limited
1
Ordinary
0
100.00
Technocopy Solutions Limited
1
Ordinary
0
100.00
Technocopy Solutions Holdings Limited
1
Ordinary
0
100.00
CCS Managed Print Services LImited
1
Ordinary
0
100.00
Blue Sky Digital Solutions Limited
1
Ordinary
0
100.00
Right Topco Limited
1
Ordinary
0
100.00
Right Group Holdings Limited
1
Ordinary
0
100.00
Right Digital Solutions Limited
1
Ordinary
0
100.00
Right Communications Limited
1
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
43 Palace Street, London, England, SW1E 5HL
11
Debtors
2026
2025
Amounts falling due within one year:
£
£
Corporation tax recoverable
-
0
100
Amounts owed by group undertakings
84,552,031
75,541,367
84,552,031
75,541,467
12
Creditors: amounts falling due within one year
2026
2025
£
£
Amounts owed to group undertakings
42,740,665
43,308,474
Accruals and deferred income
218,543
2,554,403
42,959,208
45,862,877
HARROW BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 23 -
13
Creditors: amounts falling due after more than one year
2026
2025
Notes
£
£
Bank loans and overdrafts
14
108,855,685
84,343,316
14
Loans and overdrafts
2026
2025
£
£
Bank loans
108,855,685
84,343,316
Payable after one year
108,855,685
84,343,316

Loans are secured by charges over the company's assets and those of other members of the group.

Company facilities accrue interest at a rate of SONIA + 12% and are repayable by February 2029. Other group facilities accrue interest at rates of SONIA + 7.25% and are repayable by August 2028.

There are further committed but undrawn facilities of £2 million.

15
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
16
Other reserves

Other reserves comprise a capital contribution reserve which relates to payment in kind on accession of the loans to the parent company.

17
Contingent liabilities

The Company has secured group borrowings by creating a fixed and floating charge over its assets. At the year end the amount of borrowings secured is £223.12 million.

18
Ultimate controlling party

The company's ultimate UK parent undertaking is Aurora UK Topco Limited, registered office 43 Palace Street, London SW1E 5HL. Aurora UK Topco Limited is the smallest and largest group for which consolidated accounts are prepared.

The ultimate parent of Aurora UK Topco Limited is Aurora Lux Holdco SARL (registered number B276131), registered office 2-4, rue Eugene Ruppert, L-2453, Luxembourg.

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