wk-2025-12-31-ixbrl

Wood Mackenzie Limited

Strategic report

For the year ended 31 December 2025

This Strategic Report has been prepared for Wood Mackenzie Limited (“Company”), but recognition is given to

the international global footprint that its multiple subsidiaries provide via distribution and service agreements.

The financial statements are for the Company only and the results of the subsidiary companies have not been

incorporated into these presented results for the year ended 31 December 2025.

The Company’s business

The core operational business of the Wood Mackenzie group is a leading content, analytics and consulting

business operating in the Energy, Mining and Metals industries. The group is a premier supplier of

commercially orientated, forward-looking research and knowledge-based consulting to virtually every major

company in the Energy, Mining and Metals and Petrochemical industries, as well as leading financial services

organisations, governments and government agencies across the globe. In 2025 the Company generated

approximately 93% (2024: 95%) of its revenue from research and the distribution services associated with its

research services that are currently provided to over 1,500 external customers worldwide. Revenue for the

business was broadly flat, decreasing 0.1% (2025: £298.8 million; 2024: £299.2 million) year over year with

subscription revenues decreasing 2% (2025: £278.1 million; 2024: £283.8 million) and consulting revenues

increasing by 29% (2025: £17.9 million; 2024: £13.9 million).

Strategy and objectives

Wood Mackenzie’s vision is to be the most comprehensive source of knowledge about the world’s energy,

metals & mining and petrochemical industries. Within the global energy and commodities information market,

the Company (and its subsidiaries) has chosen to focus on information required for forward-looking commercial

decisions.

Wood Mackenzie’s strategy has been to progressively expand the coverage of its research services and to

provide clients with a consistent and integrated view of the global energy, metals & mining, petrochemicals and

more recently power and renewables value chain. This strategy has been implemented through continuous

investments in new products, supplemented by targeted acquisitions who are operating in these energy sectors.

The Company has been preparing for the next phase of growth by continuing to invest in content, within

existing and new sectors, as well as continued investment in areas such as the user experience on the web portal,

the organisational platform, new sales channels and the ongoing Energy Transition that is taking place.

During the financial year and in line with its strategy the Company has continued to invest in its core offerings

as well as working with its related parties in terms of combined offerings.

Business review and key performance indicators

Profit and loss account

In 2025 the Company posted a net profit of £18.7 million, up from £4.5 million in 2024. Revenue was broadly

flat year on year at £298.8 million (2024: £299.2 million). Staff costs reduced by 4.1% to £94.0 million (2024:

£98 million) and own work capitalised was £48.3 million (2024: £55.6 million), whilst depreciation and

amortisation increased by 22.7% to £56.5 million (2024: £46.0 million) and other operating charges rose by

1.2% to £205.7 million (2024: £203.4 million). The reduction in staff costs reflects cost discipline and a lower

average monthly headcount of 833 (2024: 896). Net foreign exchange gains of £5.0 million (2024: £0.6 million)

partly offset the increase in charges, and the loss on disposal of tangible and intangible assets fell to £0.1 million

(2024: £4.4 million). The net profit margin was 6.2% (2024: 1.5%). Operating costs during the year were

incurred as the business sought to restructure globally.

Profit before taxation of £21.7 million (2024: £4.8 million) benefited from a £25.1 million dividend in specie,

recognised within non-operating income as income from other fixed asset investments (2024: £nil), which arose

as a result of the Company cleaning up the group structure. The result also reflects interest income of £1.4

million (2024: £2.3 million), interest expense of £0.6 million (2024: £1.0 million) and a tax charge of £3.0

million (2024: £0.4 million).

We continued to move forward, creating decision support platforms including expanding the Lens energy

analytics platform is underpinned by hundreds of analysts, trusted data and models and provides insights and

valuation expertise for natural resources decision-makers.

Wood Mackenzie Limited

Strategic report (continued)

For the year ended 31 December 2025

Business review and key performance indicators (continued)

Profit and loss account (continued)

We continue to enrich and expand our deep domain expertise by establishing new ways for our researchers and

analysts to develop and share insights and experience. Expanding on the previous year’s restructuring of Wood

Mackenzie’s research organisation, in which we transitioned from regionally structured teams to global

commodity teams, we have been developing a cross-commodity approach for enriching the expertise of our

specialists. By participating in collaborative group sessions, our teams are building stronger integrated analysis

and offerings for customers. To ready our next generation of researchers and analysts to become established and

widely recognised thought leaders, we have formalised and expanded our sponsorship and development

programme for subject matter experts. During the course of 2025 the Company continued with its capital

investment with a view to increasing the value creation plan.£25.1 million

Balance sheet

The Company reported a net assets position as at 31 December 2025 of £1,072.4 million (2024: £1,052.4

million), an increase of £20.0 million. This increase was driven principally by the retained profit for the year of

£18.7 million, together with a share-based payment credit to reserves of £1.3 million. Debtors increased from

£1,108.2 million in 2024 to £1,176.2 million in 2025, driven principally by higher amounts owed by other group

related undertakings and by direct subsidiaries. Conversely, tangible assets decreased from £3.8 million to £2.3

million, reflecting depreciation, impairment and disposals against limited capital expenditure. The right-of-use

asset recognised on adoption of the revised FRS 102 Section 20 leases requirements reduced from £6.5 million

to £5.0 million, with the corresponding non-current lease liability falling from £5.2 million to £3.4 million. Cash

at bank and in hand fell from £39.5 million in 2024 to £24.1 million in 2025, reflecting the timing of intra-group

settlements and the funding of £48.3 million of capitalised development spend in the year. Creditors falling due

within one year rose from £944.7 million to £971.2 million, with net current assets nonetheless improving to

£229.1 million (2024: £202.9 million). Total non-current assets reduced to £848.8 million (2024: £856.5

million), reflecting amortisation of goodwill of £3.4 million (carrying value £30.1 million; 2024: £33.5 million)

against broadly stable intangible assets of £146.2 million (2024: £147.0 million) and investments of £663.6

million (2024: £663.1 million). Provisions for liabilities increased to £2.0 million (2024: £1.8 million). Together

these movements underpin the Company’s strengthened net asset position for the year.

Key Performance Indicators

Management focuses on a number of key performance indicators to measure the ongoing performance of the

business which include cash adjusted EBITDA, Annual Recurring Revenue (both of which are monitored at a

consolidated level), revenue growth (as discussed throughout the Profit and loss section above) and research

renewal rates.

Research renewal rates

As in prior years the main driver of this performance indicator was Research subscriptions. The strong

committed subscription customer base, the diversity of the customer base (which includes major blue-chip

companies in the Oil & Gas and Metals & Mining industries and major players in the financial services industry)

helped in generating a resilient and predictable income stream. Research clients enroll in our retainer services

on an annual (or multi-year) basis, to access content and analytical tools, much of which is based upon

proprietary information and delivered via the web.

Whilst we regularly seek the views of our clients, in both a formal and informal fashion, arguably the best

measure of client satisfaction is their willingness to reward our efforts with repeat business. In this regard, the

directors are particularly pleased to report that, once again, Wood Mackenzie Group net retention rates for our

research offerings were very strong at 101% (2024: 103%). The directors would once again like to thank our

clients, many of whom have been with us consistently for well over 40 years, for their exceptional loyalty.

Levels of organic investment in product development

Wood Mackenzie has a policy of investing in its research products and analytical tools, both existing and new

and the current year was another strong year in terms of investment with over £48.3 million (note 8) (2024:

£55.6 million) of cost being capitalised on new product and content development for future revenue generation.

Wood Mackenzie Limited

Strategic report (continued)

For the year ended 31 December 2025

The Board’s statement on s172(1) of the Companies Act 2006

The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they

consider, in good faith, would be most likely to promote the success of the Company for the benefit of its

members as a whole, and in doing so have regard to a range of matters when making decisions for the long term.

Key decisions and matters that are of strategic importance to the Company are appropriately informed by s172

factors.

Through an open and transparent dialogue with our key stakeholders, we have been able to develop a clear

understanding of their needs, assess their perspectives and monitor their impact on our strategic ambition and

culture. As part of the Board’s decision-making process, the Board considers the potential impact of decisions

on relevant stakeholders whilst also having regard to a number of broader factors, including the impact of the

Company’s operations on the community and environment, responsible business practices and the likely

consequences of decisions in the long term.

Illustrations of how s172 factors have been applied by the Board can be found throughout the Strategic Report.

For example, information on how we respond to the challenges facing our clients and the evolving natural

resources market can be found between pages 5-8; for details on how we have considered the impact of the

Company’s operations on the community and environment see pages 4-6; for capital allocation and investment

decisions, see page 2; and decisions on the expansion of our acquisition investments, industry coverage and

products offerings, see pages 2-3.

The following comments highlight some of the ways the Company collectively has continued to engage with the

key stakeholder groups throughout the year and how we measured the effectiveness of that engagement.

Shareholders

As owners of our group we rely on the support of shareholders and their opinions are important to us. We have

had open dialogue with our shareholders, through one-to-one meetings, group meetings, quarterly and annual

operational excellence reviews. Discussions with shareholders covered a wide range of topics including

financial performance, strategy, outlook, governance, and ethical practices. The group’s new shareholders

continue an active dialogue to strategically grow the business.

Colleagues

Our people are key to our success and we want them to be successful individually and as a team. There are

many ways we engage with and listen to our people including colleague surveys, forums, listening groups, face-

to-face briefings, internal communities, newsletters and quarterly briefings. Key areas of focus include health

and well-being, development opportunities, pay and benefits.

Customers

Our ambition is to deliver best-in-class service to our clients. We build strong lasting relationships with them

and spend time collaborating with them to understand their needs and views and listen to how we can improve

our offer and service for them. We use this knowledge to inform our decision-making, for example to tailor our

product development to suit customer needs.

Suppliers

We build strong relationships with our suppliers to develop mutually beneficial and lasting partnerships.

Engagement with suppliers is primarily through a series of interactions and formal reviews. The Board

recognises that relationships with suppliers are important to the group’s long-term success and is briefed on

supplier feedback and issues on a regular basis.

Communities

We engage with the communities in which we operate to build trust and understand the local issues that are

important to them. Key areas of focus include how we can support local causes and issues, create opportunities

to recruit and develop local people and help to look after the environment. We support local charities and

organisations at a site level through encouraging staff to give their time to support local causes.

Wood Mackenzie Limited

Strategic report (continued)

For the year ended 31 December 2025

Government and regulators

We regularly engage with the governments around the world through a range of industry consultations, forums,

meetings and conferences to communicate our views to policy makers relevant to our business. Key areas of

focus for the company are compliance with laws and regulations, health and safety and ensuring timely and

accurate filing. The Board is updated on legal and regulatory developments and takes these into account when

considering future actions.

Principal risks and uncertainties

The principal risk identified by management relates to any potential downturn in the company’s subsidiary's

underlying trading business, "Wood Mackenzie", resulting in potential impairment of the company's investment.

The underlying performance of the trading company remains positive. The trading company achieved earnings

before depreciation, amortization, impairment, foreign currency, interest and tax (Adjusted EBITDA) for the

year of £66.5 million, down from £69.9 million in 2024. While revenues increased 4.4% in the year, the

negative shift was driven primarily by a decrease of 8.7% in own work capitalised and 3.5% and 3.1% increases

in staff costs and other operating expenses respectively. Management have prepared the accounts of the trading

company as a going concern and are therefore satisfied that any potential impairment risk is low based on the

primary financial and forecasted performance metrics.

Financial risk management

Wood Mackenzie's activities expose it to a number of financial risks including cash flow risk, credit risk,

liquidity risk, interest rate and foreign exchange risk as well as business risks, all outlined below. The Company

does not use derivative financial instruments for speculative purposes.

Cash flow risk

The Company is exposed to risks in relation to cash flow management, including the timing of receipts from

customers and payments to suppliers. Variability in working capital requirements, unexpected changes in

demand, or delays in customer collections could place pressure on short-term liquidity. The Company mitigates

this risk through regular cash flow forecasting, maintaining appropriate financing facilities, and close monitoring

of working capital.

Credit risk

The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance

sheet are net of any provision for doubtful receivables. A provision for impairment would be made where there

was an identified loss event which, based on previous experience, was evidence of a reduction in the

recoverability of the cash flows. The Company has no significant concentration of credit risk, with exposure

spread over a large number of customers and no client accounting for more than 6.1% of revenue.

Liquidity risk

The Company is cash generative with a relatively minimal capital expenditure commitment within the short to

medium term timeframe. The aforementioned ownership structure provides a significant level of additional

working capital facility if there was ever a need to draw on it and fundamentally supports the directors’

assessment that the accounts are prepared on a going concern basis.

Interest rate risk

The Company does not have any direct third-party debt borrowings which would expose it to interest rate risk,

however, third-party debt has been taken on by a related party and the operations of Wood Mackenzie Limited

fund the interest expense. The related party that has taken on the third-party debt has implemented interest rate

hedging arrangements to mitigate exposure to interest rate fluctuations.

Foreign exchange risk

The Company’s activities expose it to the financial risks of changes in foreign currency rates, although the

majority of its revenue and costs continue to be denominated in sterling. The Company does have exposure to

other currencies (most notably United States dollars and Singapore dollars from related party services) it is not

considered material in management's opinion.

Wood Mackenzie Limited

Strategic report (continued)

For the year ended 31 December 2025

Principal risks and uncertainties (continued)

Climate risk

We support and have contributed to the large body of scientific evidence that clearly demonstrates the changes

occurring in Earth’s climate system and the attendant risks to people, property, and financial assets. We concur

with the scientific consensus that anthropogenic carbon emissions contribute to global warming trends. Current

trends in global climate change, if unchecked, can lead to acutely negative consequences due to rising sea levels,

increased frequency and severity of extreme weather and climate events, and increased ocean acidification.

Addressing climate change is made more complicated by its interrelationship with economic development and

the energy deficit facing many people around the world, especially in emerging economies. Serious

consideration must go into designing and assessing options that balance care for the climate with economic

progress and rising standards of living. Effort and planning are required to define approaches that are effective

and produce the best outcomes for the greatest number of people around the planet.

We urge all governments to actively collaborate to address this amalgam of complex issues and to do so with

urgency.

We will continue to take responsibility for our business practices by:

• monitoring, measuring, disclosing, and reducing the emissions associated with our operations;

• researching and contributing our knowledge of climate change and clearly analysing the potential

implications of climate change for risk to people, property, and financial assets;

• researching and contributing our knowledge of energy production, including fossil fuel, solar, and

wind sources, thereby supporting industry in choosing an optimal mix of options over time.

As a business committed to the long-term stewardship of our organization and the global society in which we

operate, we remain committed to addressing the very real impacts of climate change today and for the benefit of

future generations.

Business risks

Our risk and compliance Company supports our business in all operational aspects including the expansion into

new geographies. In addition, if any new legislation is introduced we ensure that all our operations are fully

compliant and that we have robust governance in place at all times.

Economic downturn

While expenditure on accessing information can be influenced by economic conditions, Wood Mackenzie's

positioning at the 'premium' end of the market, offering 'must have' solutions, reduces its exposure to the

economic environment. The subscription-based revenue model and the portfolio of multi-year subscription also

drive the resilience of the business to economic cycles. In addition, economic uncertainty fuels demand for

information as our clients in, or servicing, the Energy industry face strategic challenges during times of high

volatility.

More generally, as a content business operating across the entire Energy sector, Wood Mackenzie is able to

diversify this risk across each area. In addition, we are able to monitor how client needs are evolving in each of

these sectors, which helps us to stay at the forefront of information delivery.

Finally, Wood Mackenzie enjoys a diversity of revenue by geography, with c. 10% of 2025 revenues originating

in the UK, c. 35% in the Americas and c. 55% in the Rest of the World. It is therefore less heavily exposed to

the risk of economic downturn in a particular market or region.

The energy transition presents both a threat and an opportunity for the sector and our revenues. Fossil fuels will

meet much of global demand for some decades, but investments in zero carbon energy (renewables and

emerging technologies such as electric vehicles and energy storage) and the associated infrastructure will grow

in importance. Electrification of economies will drive demand for base metals, some bulk commodities and

battery raw materials. Climate change and decarbonization are rising up the agenda, and policy on

environmental and social governance is intensifying. Attracting the capital needed to meet future energy demand

is one of the industry’s challenges and data, analysis and insight will help our customers achieve this.

Wood Mackenzie Limited

Strategic report (continued)

For the year ended 31 December 2025

Commodity price risk

Commodity price risk can have a considerable impact on the financial performance of many of our upstream

clients. However, the 'must have' nature of our products provides considerable help in mitigating this risk. In

addition, as the proportion of revenue generated from our non-upstream offerings increases over time, Wood

Mackenzie's exposure to oil price risk is reducing.

Managerial risk

Wood Mackenzie has a highly regarded and experienced management team. There is a risk of reduced

adaptability to market changes, complacency, and challenges in effectively planning the succession of the

company. The board continues to address these risks by implementing regular leadership reviews, fostering

diverse perspectives and establishing a robust plan to ensure strategic agility and continued innovation.

Quality assurance risk

The quality of the data in the Company’s database, and therefore the quality of Wood Mackenzie's research and

consulting services, is in significant part due to a detailed and multi-stage internal information verification

process, facilitated by a team dedicated to this purpose.

Also, in addition to the constant feedback which we receive through client contact, we undertake regular formal

client surveys measuring client satisfaction in a number of areas, including quality.

Vendor, systems/infrastructure and premises risk

We have undertaken an assessment of key vendors whose services are critical to Wood Mackenzie. Given that

we have developed our own proprietary information, we are not heavily reliant on data feeds from third parties.

With most of our vendors, risk has been mitigated because we know there are other vendors who could

undertake the same service with a manageable level of disruption. In the limited number of areas where there is

a true risk from vendor failure, risk has been mitigated by ensuring best practice in areas such as disaster

recovery and avoidance of single-point failure.

High availability and recoverability options have been built in to more standard internal systems, such as email,

telephony, central database and the content authoring system.

Perhaps most crucially, given that the majority of revenue is generated from services delivered across the web, a

lengthy disruption in this area could delay product delivery, damage our reputation and ultimately impact

renewal rates (and hence revenue). Wood Mackenzie has dealt with this issue by making use of third-party

hosting, with a provider who offers full back-up and disaster recovery.

Acquisition risk

It is our belief that our exposure to acquisition risk in this area remains limited due to the fact that the

acquisitions being targeted by Wood Mackenzie are niche, in-fill acquisitions which offer access to proprietary

information, filling in gaps in the Company’s core offerings which, in themselves, are not acquisition dependent.

This is reflected by the acquisitions that have been completed recently.

Future developments

The company will continue to invest in its research products and analytical tools whilst also investing in our

sales and marketing resources in order to improve our ability to service what is a truly global industry and new

ways of reaching our existing and potential client base.

Approved by the Board and signed on its behalf on 24 September 2026 by:

Andrew David Ramage

Company Secretary

Wood Mackenzie Limited

Directors' report

For the year ended 31 December 2025

The Directors present their annual report and the audited financial statements for the year ended 31 December

2025 f or Wood Mackenzie Limited (the “Company”).

Principal activities

The principal activity of the Company is that of a specialist provider of research products and consultancy

services to the Energy, Mining, Metals and Petrochemical industries.

Matters included in the Strategic Report

Details of the business review; future developments; principal risks and uncertainties; research and

development; employee engagement and financial risk management can be found in the Strategic Report from

page 2 and form part of this report by cross-reference.

The financial position of the Company, together with the factors that are likely to affect its future development,

performance and financial position are set out in the Strategic Report.

Events after the balance sheet date

Since the end of the financial year, the Company entered into a significant lease agreement for office premises in

Edinburgh. The lease commenced on 1 April 2026 and has a term of 15 years, with annual rentals of £1,184,880.

The directors consider this commitment to be in the best interests of the Company and consistent with its

strategic objectives of securing a more suitable premises to support the ongoing needs of the business. Further

details are provided in note 19 to the financial statements.

Dividends

No dividends were paid during the current or prior year.

Directors

The Directors who held office throughout the year and to the date of this report, except as noted below


Director Name	Appointment Status	Date
Christopher David Grieve	Appointed	16 January 2025
Simon Paul Crowe	Resigned	16 January 2025
Jason Chou Liu

Qualifying third party indemnity provisions

The Company has made qualifying third-party indemnity provisions for the benefit of its directors (which

extend to the performance of any duties as a director of any associated company) and these remain in force at

the date of this report.

Research and development

During 2025, the Company continued to develop and improve its product offerings whilst also enhancing the

client experience through development of its delivery platform.

Employee involvement

As a key part of the Company’s philosophy, we place great importance on involving our staff in our operations.

Regular meetings are held between management, employees and employee representatives through which we

seek to keep staff informed and involved in the progress and performance of the Company.

Political contributions and charitable donations

The Company made no political contributions during the year and made charitable contributions of £54

thousand (2024: £58 thousand) .

Wood Mackenzie Limited

Directors' report (continued)

For the year ended 31 December 2025

Employment of disabled persons

Our policy is to give full and fair consideration to applications for employment made by disabled persons having

regard to their particular aptitudes and abilities. This policy has the commitment that appropriate training will

be arranged for disabled persons, including retraining for alternative work of employees who become disabled,

to promote their career development within the Company.

Existence of branches outside the UK

The company has branches, as defined in s1046(3) of the Companies Act 2006, outside the UK as follows:

Dubai, United Arab Emirates

Moscow, Russia *

Johannesburg, Republic of South Africa

Vienna, Austria

Nur-Sultan, Republic of Kazakhstan

Abu Dhabi, United Arab Emirates

Manama, Bahrain

* As previously highlighted, we have currently suspended all Russian operations as a result of the ongoing

conflict between Russia and Ukraine and terminated any contracts associated with local services.

Going concern

The directors believe it continues to be appropriate to prepare the accounts on the basis of going concern as set

out in the going concern accounting policy in note 1 to the financial statements.

Corporate Governance

The directors acknowledge the importance of sound corporate governance in supporting the long-term success

of the business and maintaining the confidence of its stakeholders.

As a privately owned company, Wood Mackenzie Limited is not formally required to adopt or comply with a

formal external corporate governance code. Accordingly, no such code was formally adopted during the year

ended 31 December 2025.

Notwithstanding this, the company operates within an established internal governance framework designed to

provide appropriate oversight, accountability, and control across the business. This framework encompasses

executive oversight, a delegated authorities structure, and a suite of group-level policies and controls, including

the company's Code of Conduct, Speak Up arrangements, and compliance monitoring processes.

During the year, the company undertook steps to strengthen its enterprise risk management framework, with

initial work completed to further formalise and structure the processes for risk identification, assessment, and

reporting. The directors recognise this as an area of continuing development and are committed to its ongoing

enhancement.

In addition, the Compliance function introduced a programme of targeted internal compliance reviews and

audits during 2025, designed to support monitoring of adherence to key controls and policies across the

business.

The directors are satisfied that the governance arrangements in place are appropriate and will continue to keep

these arrangements under review as the business evolves.

Wood Mackenzie Limited

Directors' report (continued)

For the year ended 31 December 2025

Energy and carbon reporting

The following information is provided under the Streamlined Energy and Carbon Reporting (SECR) data

requirements for unquoted ‘large’ parent companies.


	2025	2024
	kWh	kWh

Energy Consumption
Aggregate of energy consumption in the year	882,491	940,000

	Tonnes CO²e	Tonnes CO²e
Emissions of CO ² equivalent
Scope 1 – direct emissions	22	23
Scope 2 – indirect emissions (location based)	202	179

Total gross emissions	224	202

Intensity ratios
Tonnes CO²e per square foot	0.0039	0.0033
Tonnes CO²e per FTE	0.2643	0.2592

Quantification and reporting methodology

We used the GHG Protocol: A corporate accounting and reporting standard; GHG Protocol: Scope 2 Guidance;

and GHG Protocol: Corporate value chain (Scope 3 Standard). We use an independent third party to convert our

consumption data into GHG usage globally and to precisely calculate our Scope 1, Scope 2 and relevant Scope 3

emissions. We use a separate independent third party to audit our processes and output.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO ²e per square foot.

Measures to improve efficiency

During the reported financial year, Wood Mackenzie completed a range of actions in order to improve their

energy efficiency.

• Continued to develop out our sustainability reporting workflows after establishing them in 2023. Our

Environmental Management System was certified against the ISO 14001 standard for the first time. We

expanded the Scope 3 categories we report on and we also began engagement with our suppliers to gain

better quality activity data to help understand our Scope 3 emissions.

• Ensured both UK offices are now powered by renewable energy. Our London office receives renewable

natural gas and our Edinburgh based office solely receives renewable electricity.

• Continued to promote the importance of energy efficiency to colleagues in our UK offices and

established active sustainability groups in both offices.

Wood Mackenzie Limited

Directors' report (continued)

For the year ended 31 December 2025

Independent Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is

unaware; and

• the director has taken all the steps that he/she ought to have taken as a director in order to make

himself/herself aware of any relevant audit information and to establish that the company's auditor is

aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the

Companies Act 2006.

A resolution was agreed by the directors to appoint RSM as auditors in 2025. The directors confirm that RSM,

who have indicated their willingness to continue in office, will remain as the company's auditors for the next

financial year .

Approved by the Board of Directors on 24 September 2026 and signed on behalf of the Board.

Christopher David Grieve

Director

Level 3

6 St Andrew Square

Edinburgh

EH2 2BD

Wood Mackenzie Limited

Directors’ responsibilities statement

For the year ended 31 December 2025

The directors are responsible for preparing the Strategic Report and the Directors' Report and the 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 United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period.

In preparing these financial statements, the directors are 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 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also

responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

Wood Mackenzie Limited

Independent Auditor’s report to the members of Wood Mackenzie Limited

For the year ended 31 December 2025

Opinion

We have audited the financial statements of Wood Mackenzie Limited (the ‘company’) for the year ended

31 December 2025 which comprise Profit and loss account, Balance sheet, Statement of changes in equity and

notes to the financial statements, including 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 December 2025 and of its profit

for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice;

• 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

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. Our evaluation of the directors’

assessment of the company’s ability to continue to adopt the going concern basis of accounting included:

• checking the integrity and accuracy of the cashflow forecasts prepared by management;

• assessing the reasonableness of assumptions and explanations provided by management to supporting

information, where available; and

• auditing the accuracy and consistency of disclosures made in the financial statements in respect of

principal risks and going concern.

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.

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.

Wood Mackenzie Limited

Independent Auditor’s report to the members of Wood Mackenzie Limited (continued)

For the year ended 31 December 2025

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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the strategic report or the directors’ report.

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, 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 directors’ remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 12 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 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 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 financial statements.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to

obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct

effect on the determination of material amounts and disclosures in the financial statements, to perform audit

procedures to help identify instances of non-compliance with other laws and regulations that may have a

material effect on the financial statements, and to respond appropriately to identified or suspected non-

compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the

financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of

material misstatement due to fraud through designing and implementing appropriate responses and to respond

appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance,

to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and

for the prevention and detection of fraud.

Wood Mackenzie Limited

Independent Auditor’s report to the members of Wood Mackenzie Limited (continued)

For the year ended 31 December 2025

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit

engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory

framework that the company operates in and how the company is complying with the legal and

regulatory framework;

• inquired of management, and those charged with governance, about their own identification and

assessment of the risks of irregularities, including any known actual, suspected or alleged instances of

fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur

including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact

on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We

performed audit procedures to detect non-compliances which may have a material impact on the financial

statements which included reviewing financial statement disclosures, evaluating advice received from external

tax advisors and testing the corporation tax computation.

The audit engagement team identified the risk of management override of controls and the existence and

valuation of development costs as the areas where the financial statements were most susceptible to material

misstatement due to fraud. Audit procedures performed included but were not limited to; testing manual journal

entries and other adjustments, assessing whether the judgments made in making accounting estimates are

indicative of a potential bias, and evaluating whether the business rationale of any significant transactions that

are unusual or outside the normal course of business. Substantive testing was performed over development costs

to test sales and projects to supporting documentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our

auditor’s report.

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.

Alan Aitchison (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

Third Floor

2 Semple Street

Edinburgh

EH3 8BL

24 September 2026

Wood Mackenzie Limited

Profit and loss account

For the year ended 31 December 2025


		2025	2024
			Restated
	Notes	£'000	£'000
Revenue	3	298,796	299,163
Own work capitalised		48,315	55,645
Staff costs	5	(93,992)	(98,035)
Depreciation and amortization of tangible and intangible assets		(56,468)	(46,018)
Loss on disposal of tangible and intangible assets		(120)	(4,410)
Other operating charges	4	(205,745)	(203,381)
Foreign transactions gains and losses, net		4,994	564
Income from shares in group undertakings		25,139	—
Interest income		1,374	2,336
Interest expense	10	(635)	(1,032)
Profit before income taxes		21,658	4,832
Tax expense	7	(2,985)	(362)
Net profit		18,673	4,470

The accounting notes in pages 19 to 43 are an integral part of these financial statements.

Wood Mackenzie Limited

Balance sheet

As at 31 December 2025


		2025	2024
	Notes	£'000	£'000
Non-current assets
Goodwill	8	30,067	33,501
Intangible assets	8	146,190	147,019
Tangible assets	9	2,338	3,827
Right-of-use assets,	10	4,992	6,502
Other non-current assets	12	1,676	2,629
Investments	11	663,557	663,059
		848,820	856,537
Current assets
Debtors	12	1,176,161	1,108,151
Cash at bank and in hand		24,087	39,474
		1,200,248	1,147,625

Creditors: amounts falling due within one year	13	(971,173)	(944,716)

Net current assets		229,075	202,909

Total assets less current liabilities		1,077,895	1,059,446

Lease liabilities	10	(3,441)	(5,248)
Provisions for liabilities	14	(2,024)	(1,775)
Net assets		1,072,430	1,052,423

Capital and reserves
Share capital	15	17,910	17,910
Share premium	17	77,138	77,138
Capital contribution		3,226	3,226
Profit and loss account		974,156	954,149
Total equity		1,072,430	1,052,423

The accounting notes in pages 19 to 43 are an integral part of these financial statements.

The financial statements of Wood Mackenzie Limited, registered number SC222302 (Edinburgh), were

approved by the Board of Directors.

Signed on behalf of the Board of Directors

…………………………………………………

Christopher David Grieve

Director

24 September 2026

Wood Mackenzie Limited

Statement of changes in equity

For the year ended 31 December 2025


	Called-up share capital	Share premium account	Capital contribution	Profit and loss account	Total
	£'000	£'000	£'000	£'000	£'000

At 01 January 2024	17,910	77,138	—	948,044	1,043,092
Profit for the year and other total comprehensive profit	—	—	—	4,470	4,470
Capital contribution	—	—	3,226	—	3,226
Share based payment compensation	—	—	—	1,635	1,635
At 31 December 2024	17,910	77,138	3,226	954,149	1,052,423

Profit for the year and other total comprehensive profit	—	—	—	18,673	18,673
Share based payment compensation	—	—	—	1,334	1,334
At 31 December 2025	17,910	77,138	3,226	974,156	1,072,430

The accounting notes in pages 19 to 43 are an integral part of these financial statements.

Wood Mackenzie Limited

Notes to the financial statements

For the year ended 31 December 2025

1. Accounting policies

The accounting policies set out below apply to Wood Mackenzie Limited (the “Company”).

General information and basis of accounting

Wood Mackenzie Limited is a Private company limited by shares incorporated in the UK under the Companies

Act 2006 and is registered at the address given on page 1. The nature of the Company’s operations and its

principal activities are set out in the strategic report on page 2.

The financial statements have been prepared under the historical cost convention and in accordance with FRS

102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.

The financial statements are presented in Great British Pounds and monetary amounts are rounded to the nearest

£'000.

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.

The Company has therefore taken advantage of exemptions 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’ – Carrying

amounts, 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.

The financial statements of the company are consolidated in the financial statements of Planet Midco Limited a

Jersey registered company. With its registered address at 2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade,

St Helier, Jersey, JE2 3QB. The consolidated accounts of Planet Midco Limited are filed alongside these

financial statements and can be obtained from the Registrar of Companies at Companies House.

Change in presentation of statement of profit and loss

During the year, the Company changed the presentation of its profit and loss account from Format 1

(classification of expenditure by function) to Format 2 (classification of expenditure by nature) of Schedule 1 to

SI 2008/410. This represents a voluntary change in accounting policy under FRS 102 Section 10, applied

retrospectively.

The directors consider that the new presentation provides more relevant and reliable information to users of the

financial statements, removing the need for judgmental reallocation adjustments previously required to present

expenditure by function.

The change is presentational only and has had no effect on previously reported profit or loss, total

comprehensive income, or net assets for the current or comparative period. The financial information for the

year ended 31 December 2024 has been re-presented on a consistent basis and is labelled "Restated" on the

profit and loss account.

Adoption FRS 102 2024 Amendments

The Company has chosen to adopt the amendments to FRS 102 issued in March 2024 as part of the FRC’s

periodic review. These amendments are effective for accounting periods beginning on or after 1 January 2026,

but the Group elected to apply them early for the financial year ended 31 December 2024, in accordance with

the transitional provisions set out in the standard.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Going concern

Budgets and forecasts have been prepared for the group which show that the group and company will continue

to meet its obligations as they fall due.

On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.

In making their assessment, the Directors have considered a period of at least 12 months from the date of

approval of these financial statements.

Investments

Investments in subsidiaries held by the company are initially measured at cost and subsequently measured at

cost less any accumulated impairment losses. 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.

On the acquisition of a business, the gross amount paid for the business is reflected within investments. At the

end of each annual reporting period the Company assesses whether there are indicators of impairment. If there

are indications of impairment, then the recoverable amount of the investment is calculated. The recoverable

amounts are assessed by reference to the cash-generating unit’s value in use.

On disposal of a subsidiary or segment of the business, the resultant profit or loss on disposal of that subsidiary

or segment are included within the results of the Company.

Intangible fixed assets

Goodwill

Under FRS 102, goodwill has been amortised on a straight-line basis and charged in the year after acquisition to

the profit and loss account over twenty years as the directors believe that the acquired businesses have useful

economic life on the basis of their assessment of the strength of the acquired brands, the underlying businesses

and their assets including their intellectual property, research data, customer relationships and market position,

as evidenced by the strength of historic and projected cash flows.

In addition to this amortisation treatment goodwill is subject to a further annual impairment test based on a

discounted future cash flow model to ensure it reflects a true and fair view of the carrying value.

Database

The databases, which have been directly acquired from acquired businesses, have a value which is substantial

and long term, and were attributed a fair value on acquisition. Such assets are only recognised where title is

clear, earnings are separately identifiable, and the assets could be sold separately from the rest of the business.

Under FRS 102 the databases are amortised on a straight-line basis to the profit and loss account over a twenty-

year period recognising the likely future cashflows that these databases will generate. The research data within

the databases, regarding historical and geographic trends and statistics in oil and gas reserves production and

costs, generates direct third-party subscription income streams and cash flows over the long term. Any ancillary

costs in maintaining and updating the research data are expensed as incurred. Consequently, the directors are of

the opinion that the enduring value of the databases are supported and evidenced by the related third-party

subscriber base and the consistent annual renewal rate therein. In the opinion of the directors, the databases

have a long useful economic life in their current state and, subject to annual impairment reviews based on a

discounted cash flow model, are amortised over a twenty-year period. The directors are of the opinion that this

amortisation period combined with the impairment review gives a true and fair view.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Development costs

Where a specific project meets the recognition criteria of FRS 102 Section 18 ‘Intangible Assets Other than

Goodwill' the related product development costs are capitalised and amortised on a straight-line basis to the

profit and loss account over the expected life of the specific product developed, being three years.

Design and content website development costs are capitalised only to the extent that they lead to the creation of

an enduring asset delivering measurable economic benefits at least as great as the amount capitalised. If there is

insufficient evidence on which to base reasonable estimates of the economic benefits that will be generated in

the period until the design and content are next updated, the costs of developing the design and content are

charged to the profit and loss account as incurred.

Development costs have been capitalised in accordance with FRS 102 Section 18 Intangible Assets other than

Goodwill and are therefore not treated, for dividend purposes, as a realised loss.

Sales Relationships

Sales relationships which were acquired in a business combination are recognised at fair value at the acquisition

date. Customer relationships have a finite useful life and are carried at cost less accumulated amortisation.

Amortisation is charged to the profit and loss account and is calculated using the straight-line method to allocate

the cost of sales relationships over their estimated useful lives of 20 years.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and

any provision for impairment.

Depreciation as included in the profit and loss account is provided so as to write off the cost of tangible fixed

assets in equal instalments over the estimated useful economic lives of the assets. The rates of depreciation are

as follows:

Leasehold improvementsOver the life of the lease

Computer equipment 3 years

Fixtures & fittings 3 – 10 years

Leases

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at

cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments

made at or before the commencement date net of any lease incentives received, any initial direct costs incurred,

and, except where included in the cost of inventories, an estimate of costs expected to be incurred for

dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the

estimated useful life of the asset, whichever is the shorter. Where the Company expects to obtain ownership of

the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets

are subject to impairment or adjusted for any remeasurement of lease liabilities.

The Company leases property, primarily office buildings. The estimated useful life of the leased assets ranges

from approximately one to five years.

The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term

leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are

expensed to profit or loss as incurred.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Right-of-use assets (continued)

The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that

have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It

also applies the lease of low-value assets recognition exemption that are considered low-value. Lease payments

on short term leases and leases of low-value assets are recognised as expense on a straight-line basis over the

lease term.

For several leases, the Company has renewal/extension options. The Company applies judgement in evaluating

whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that

create an economic incentive for it to exercise the renewal. After the commencement date, the Company

reassesses the lease term if there is a significant event or change in circumstances that is within its control and

affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).

The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term,

which significantly affects the amount of lease liabilities and right-of-use asset recognised.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at

the present value of the lease payments to be made over the term of the lease, discounted using the interest rate

implicit in the lease or, if that rate cannot be readily determined, the Company chooses on a lease-by-lease basis

to apply either the Company ’s incremental borrowing rate (IBR) or the Company ’s obtainable borrowing rate.

Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that

depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a

purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination

penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in

which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are

remeasured if there is a change in the following: future lease payments arising from a change in an index or a

rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease

liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the

carrying amount of the right-of-use asset is fully written down.

The Company has applied judgement to determine the lease term, which significantly affects the amount of the

right of use asset and lease liabilities recognised.

Revenue recognition

Revenue is recognised through recurring and non-recurring long-term agreements (generally one to three years)

for hosted subscriptions, advisory/consulting services, and for transactional solutions. The Company’s revenues

are primarily derived from the sale of services where revenue is recognised when control of the promised

services is transferred to customers in an amount that reflects the consideration that the Company expects to be

entitled to in exchange for those services. Fees for services provided by the Company to customers are

nonrefundable. Revenue is recognised net of applicable sales tax withholdings.

Hosted subscriptions (Research)

The Company offers hosted subscriptions where customers access content only through its online portal (the

"hosted subscription") for a defined period of time with no contractual right to take possession of the online

portal at any time and no engagement with another party to host the online portal and related content. In

addition, the Company provides continuous access to its online portal and updates the content throughout the

subscription period. Hosted subscription is a single performance obligation that represents a series of distinct

services (daily access to the Company's online portal and related content) that are substantially the same and that

have the same pattern of transfer to customers. The Company recognizes revenue for hosted subscriptions

rateably over the subscription period on a straight-line basis as services are performed and continuous access to

information in its online portal is provided.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Hosted subscriptions (Research) (continued)

Subscriptions are generally paid in advance of rendering services either quarterly or annually upon

commencement of the subscription period, which is usually for one year and in most instances automatically

renewed each year.

Advisory/Consultancy services

The Company provides certain discrete project based advisory/consulting services. Advisory/consulting services

contracts are either fixed-price or time-and-materials contract types.

Revenue from fixed-price contracts is recognised over time by measuring the progress toward complete

satisfaction of the performance obligation, based on the input method of consulting hours worked. The hours

consumed are most reflective of the measure of progress towards satisfying the performance obligation, as the

resources hours worked directly tie to the progress of the services to be provided. The process requires the

Company to use professional judgment when assessing risks and making assumptions for schedule and technical

issues. The Company periodically reassesses its assumptions and updates its estimates as needed.

Revenue from time-and-materials contracts is recognised based on the actual number of hours expended at the

contracted billing rates, plus any reimbursable out‑of‑pocket costs of materials or other direct expenses.

Costs to obtain a contract

The incremental costs of obtaining a contract with a customer, which primarily consist of sales commissions, are

expensed in Selling, general and administrative when the commission is earned. The Company has elected the

practical expedient treatment for commissions on the basis that commissions are earned yearly and are linked to

customer contracts that do not exceed 12 months. If commissions have been earned but are not yet paid, the

Company recognizes a liability for these amounts in accrued expenses within the balance sheet.

Contract balances

The timing of revenue recognition, billings, and cash collections results in billed accounts receivable (trade

receivables), unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on

the balance sheet. Amounts are billed in accordance with agreed-upon contractual billing schedule (e.g.,

quarterly, annually).

Contract assets

Contract assets are generated when contractual billing schedules differ from revenue recognition timing.

Contract assets relate to the Company’s right to consideration for performance obligations satisfied but not

billed at the reporting date on contracts (i.e., unbilled revenue). The Company typically invoices customers for

Hosted Subscriptions in advance with payment due before the start of the subscription term, ranging from one to

three years. Contract assets are billed and transferred to customer accounts receivable when the Company’s right

to consideration becomes unconditional. The Company records the amounts collected in advance of the

satisfaction of performance obligations, usually over time, as a contract liability. Invoiced amounts for non-

cancellable services starting in future periods are included in contract assets and contract liabilities.

Unsatisfied performance obligations (Contract liabilities)

Unsatisfied performance obligations represent the expected revenues to be recognised for the satisfaction of

remaining performance obligations on existing contracts. The balance generally increases with the execution of

new contracts and converts into revenue as contractual performance obligations are satisfied. The Company

invoices its customers based on contractual billing schedules, typically annual, quarterly, monthly, or agreed-

upon instalments. Amounts billed and/or collected in advance of services being provided are recorded as

contract liabilities and other noncurrent liabilities in the consolidated balance sheets and are recognised as

revenue as the services are performed.

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or

recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet

date.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Taxation (continued)

A provision is recognised for those matters for which the tax determination is uncertain but it is considered

probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best

estimate of the amount expected to become payable. The assessment is based on the judgement of tax

professionals within the Company supported by previous experience in respect of such activities and in certain

cases based on specialist independent tax advice.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay

less tax in the future have occurred at the balance sheet date. Timing differences are differences between the

Company’s taxable profits and its results as stated in the financial statements that arise from the inclusion of

gains and losses in tax assessments in periods different from those in which they are recognised in the financial

statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, based on all available

evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the

future reversal of the underlying timing differences can be deducted.

Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and

associates, except where the Company is able to control the reversal of the timing difference and it is probable

that it will not reverse in the foreseeable future.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the

balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to

non-depreciable property, plant and equipment measured using the revaluation model and investment property is

measured using the tax rates and allowances that apply to sale of the asset. In other cases, the measurement of

deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the

Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and

liabilities.

Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax

purposes, the resulting current or deferred tax expense or income is presented in the same component of

comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts

and the Company intends either to settle on a net basis or to realise the asset and settle the liability

simultaneously.

Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off

current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to

income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities

which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the

liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets

are expected to be settled or recovered.

Retirement benefits

The Company operates a defined contribution scheme on behalf of its employees. The assets of the scheme are

separately held in an independently administered fund. Contributions to the defined contribution scheme are

charged to the profit and loss account as they become payable. Differences between contributions payable in the

period and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Foreign currency transactions

Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the

exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at

the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the

rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that

fair value was determined.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Cash at bank and in hand

Cash at bank and in hand comprises cash balances and deposits held at bank which are repayable on demand and

form an integral part of the Company’s cash management.

Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12

‘Other Financial Instruments Issues’ of FRS 102 to all its financial instruments.

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual

provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual

arrangements entered. An equity instrument is any contract that evidences a residual interest in the assets of the

Company after deducting all its liabilities.

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except

for those financial assets classified as at fair value through profit or loss, which are initially measured at fair

value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a

financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial

liability is measured at the present value of the future payments discounted at a market rate of interest for a

similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there

exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a

net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the following conditions of being ‘basic’ financial instruments as defined in

paragraph 11.9 of FRS 102 are subsequently measured at amortised cost using the effective interest method.

Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified

as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other

consideration expected to be paid or received, net of impairment.

Except for some hedging instruments, other debt instruments not meeting conditions of being ‘basic’ financial

instruments are measured at fair value through profit or loss.

Commitments to make and receive loans which meet the conditions mentioned above are measured at cost

(which may be nil) less impairment.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the

financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and

rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all,

significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled

or expires.

(ii) Equity instruments

Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or

receivable, net of direct issue costs.

Share-based payment schemes

The Company operates an employee share-based incentive scheme in the equity instruments (in the form of

partnership interests) of the Company's ultimate parent, Planet TopCo LP

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

1. Accounting policies (continued)

Share-based payment schemes (continued)

The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity

instrument at the grant date. The expense is recognised in the profit and loss account over the vesting period of

the share-based incentive scheme.

2. Critical accounting judgements, key sources of estimation uncertainty and change in policy

In the application of the Company’s accounting policies, which are described in note 1, the directors are required

to make judgements (other than those involving estimations) that have a significant impact on the amounts

recognised and to make estimates and assumptions about the carrying amounts 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 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 if the revision affects only that period, or in the

period of the revision and future periods if the revision affects both current and future periods.

Change in accounting policy

During the year, the Company changed the presentation of its profit and loss account from Format 1

(classification of expenditure by function) to Format 2 (classification of expenditure by nature) of Schedule 1 to

SI 2008/410. This represents a voluntary change in accounting policy under FRS 102 Section 10, applied

retrospectively.

The following table presents impact of the presentation change on the profit and loss account for the year ending

31 December 2024:


	Previous accounting policy	Effect of policy change	As presented
	£'000	£'000	£'000

Revenue	299,163	—	299,163
Own work capitalised	—	55,645	55,645
Cost of sales	(150,534)	150,534	—
Administrative expenses	(145,280)	145,280	—
Staff costs	—	(98,035)	(98,035)
Other operating charges	—	(203,381)	(203,381)
Depreciation and amortization of tangible and intangible assets	—	(46,018)	(46,018)
Loss on disposal of tangible and intangible assets	—	(4,410)	(4,410)
Foreign transactions gain and losses, net	—	564	564
Interest income	2,276	60	2,336
Interest expense	(793)	(239)	(1,032)
Profit before income taxes	4,832	—	4,832

The FRC issued amendments to FRS 102 in March 2024. The key changes impacting the Company that are

adopted in the annual financial statements for the year ended 31 December 2024, and which have given rise to

changes in the Company’s accounting policies are:

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

2. Critical accounting judgements, key sources of estimation uncertainty and change in policy (continued)

Leases

The Company adopted the revised standard with a transition date of 01 January 2024. The Company has applied

a modified retrospective approach and therefore, the changes have been processed at the date of the initial

application and recognised in the opening equity balances. Details of the impact of the standard have been given

below.

Transition method and practical expedients utilized:

The Company adopted revised section 20 using the modified retrospective approach, with the recognition of

transitional adjustments on the date of the initial application (01 January 2024), without restatement of the

comparative figures. The Company elected to apply the practical expedient to not reassess whether a contract is

or contains a lease at the date of the initial application. Contracts entered into before the transition date that were

not identified as leases were not reassessed. The definition of a lease under revised section 20 only applies to

contracts entered into or changed on or after 01 January 2024.

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of

whether the lease transferred substantially all risk and rewards of ownership. Under revised section 20, the

Company recognises right-of-use assets and lease liabilities for most leases. However, the Company has elected

not to recognise right-of-use assets and lease liabilities for some leases of low value assets based on the

underlying asset when new or for short term leases with a lease term of 12 months or less.

The following table presents the adoption impact of the revised section 20 on the profit and loss account for the

year ending 31 December 2024 (in thousands of USD):


	Previous accounting policy	Effect of revised section 20	As presented
	£'000	£'000	£'000

Selling, general & administrative expenses	2,331	(2,331)	—
Depreciation	—	1,970	1,970
Interest expense	—	793	793
Net loss	2,331	432	2,763

Revenue from contracts with customers

The Company adopted the revised standard with a transition date of 01 January 2024. FRS 102 introduces a new

model for revenue recognition based on the satisfaction of performance obligations, using five step approach.

The Company applied requirements of revised section 23 using the modified retrospective method, by

recognising the cumulative effect of initially applying revised section 23 as an adjustment to the opening

balance of the equity at 01 January 2025.

Therefore, the comparative information has not been restated and continues to be reported under the

requirements of previous version of section 23. The effect of these changes on retained earnings at the date of

the transition is nil.

Impact of other FRS 102 amendments on the Company’s financial statements

Other new revised sections issued by FRC did not impact the Company as they are either not relevant to the

Company’s activities or require accounting which is consistent with the Company’s current accounting policies.

In the application of the Company’s accounting policies, which are described in note 1, the directors are required

to make judgements (other than those involving estimations) that have a significant impact on the amounts

recognised and to make estimates and assumptions about the carrying amounts 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 relevant. Actual results may differ from these estimates.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

2. Critical accounting judgements, key sources of estimation uncertainty and change in policy (continued)

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 if the revision affects only that period, or in the

period of the revision and future periods if the revision affects both current and future periods.

Critical accounting judgments in applying the Company's accounting policies

Impairment of Investments and internally developed software costs

At the end of each reporting period, the company reviews the carrying amounts of its investments to determine

whether there is any indication that those investments have suffered an impairment loss. At the end of the year,

management have determined that there are no indicators of impairment and as such no full impairment review

has been performed. In addition, the directors view the aforementioned acquisition by the affiliate of Veritas

Capital, which formally completed on 1st February 2023, as an affirmation of the strength of the business and as

a platform from which the business can continue to grow and therefore reinforces the valuation of the

investments. The carrying amount of investments at 31 December 2025 is £663.6 million (2024: £663.1

million )

During the period, management considered the recoverability of its internally developed software costs which

are included in the balance sheet at a total of £111.5 million net book value at 31 December 2025 (2024:

£109.1 million). Management reviews individual projects to ensure that their development continues to

progress in a satisfactory and feasible manner for those in the development phase and that for those that are fully

developed and in use are continuing to add value. This includes reviewing that the projected revenues and costs

are in line with previous estimates, and that those ones that are completed are more than recovering the current

carrying value on a discounted cash flow basis. This situation continues to be regularly monitored.

Key sources of estimation uncertainty

Management estimates the use life lives of acquired goodwill and intangible assets for amortisation purposes.

The determination of these useful lives requires judgement, including consideration of technological

obsolescence and expected economic usage. As of the reporting date, the remaining useful lives of the

Company’s goodwill and intangible assets range from 9 to 13 years, with straight-line amortisation method

reflecting the pattern in which the assets’ economic benefits are consumed. Changes to these assumptions could

materially impact amortisation expense and impairment assessments.

3. Revenue from contracts with customers

Disaggregation of revenue

In presenting the geographic information, revenue has been based on the geographic billing location of

customers for the periods presented:


	2025	2024
	£'000	£'000

United Kingdom	29,322	24,613
Americas	103,812	108,095
Rest of World	165,662	166,455
Total revenue	298,796	299,163

Sources and timing of revenue recognition

The Company’s performance obligations are satisfied either over time or at a point in time. The following table

presents the Company’s revenue by timing of revenue recognition:

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

3. Revenue from contracts with customers (continued)


	2025	2024
	£'000	£'000

Research revenue recognised over time	278,082	283,839
Consulting revenue recognised over time	17,855	13,856
Transactional revenue recognised at a point in time	2,859	1,468
	298,796	299,163

Contract assets

Accounts receivables (contact assets) are generally recorded at the invoiced amount. Unbilled receivables are

short-term in nature and expected to be billed within one year. Accounts receivable, net in the consolidated

balance sheets in comprised of the following as at 31 December 2025 and 2024:


	2025	2024
	£'000	£'000

Billed receivables	58,116	41,579
Unbilled receivables	4,394	3,232
Total receivables	62,510	44,811
Less: allowance for credit losses	(3,284)	(6,377)
Total accounts receivable, net	59,226	38,434

Contract liabilities

As at 31 December 2025 and 2024, the Company had contract liabilities that primarily related to unsatisfied

performance obligations for non-cancellable contracts which the Company has an unconditional right to

consideration from the customer. The following is a summary of the change in contract liabilities related to

subscription revenue as at and for the years ended 31 December 2025 and 2024:


	2025	2024
	£'000	£'000

Balance as of beginning of year	60,144	51,986
Subscription revenue	(135,553)	(130,397)
Subscription billings	156,479	138,555
Contract liabilities as of end of year	81,070	60,144

Consulting related contract liabilities were £368,000 at 31 December 2025 (2024: £354,000) and are included in

the Creditors: amounts falling due within one year in the Company’s statement of financial position.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

4. Other operating charges

Operating charges comprised of the following:


	2025	2024
	£'000	£'000

Intercompany operating charges	111,638	90,627
Professional and consulting expenses	42,969	62,619
Cloud computing, infrastructure and subscription expenses	27,136	23,919
Miscellaneous Fees	37	7,201
Equipment	8,239	6,557
Office expenses	3,315	3,364
Travel expenses	3,872	3,220
Marketing expenses	5,484	3,206
Insurance	1,925	2,677
Bad debt expense	1,130	(9)
	205,745	203,381

During the year ended 31 December 2025, the Company incurred expenditure on research and development

activities of £4,911,000 (2024: £5,854,000), which has been expensed as incurred and is included within other

operating charges above.

The analysis of auditor’s remuneration is as follows:


	2025	2024
	£'000	£'000

Total fees payable for the audit of the financial statements	387	372
	387	372

Included in the total audit fee is £46,000 (2024: £46,000) relating to audit fees paid on behalf of the company's

direct/indirect parent companies for the audit of their financial statements. These fees are not recharged to the

individual companies.

5. Staff costs


	2025	2024
	£'000	£'000
Directors' remuneration
Emoluments including short and long term rewards	757	1,047
Pension contributions	54	60
	811	1,107

	Number	Number
Number of directors who are members of the defined contribution pension scheme	2	2

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

5. Staff costs (continued)

The highest paid director, within Wood Mackenzie Limited, in 2025 received emoluments of £357,000 (2024:

£543,000) and pension contributions of £51,000 (2024: £26,000).

One director (2024: one director) was paid by other related party entities and it is not possible to allocate their

remuneration between entities.

Two directors were entitled to receive Class B Partnership interests in Planet Topco LP, the Company’s ultimate

parent, in respect of their qualifying services. Further details are set out in note 6.


	2025	2024
	£'000	£'000
Staff costs during the year
(including directors emoluments)
Wages and salaries (including discretionary awards )	71,843	76,393
"Class B" Share based payments	1,334	1,635
Social security costs	8,515	7,829
Pension contributions	6,712	6,889
Other employee benefits	5,588	5,289
	93,992	98,035


	Number	Number
Monthly average number of persons employed
Consultancy and research	522	555
Sales, marketing and distribution	151	165
Administration	160	176
	833	896

6. Share-based compensation

Certain key employees and directors of the Company and its subsidiary entities are granted the opportunity to

subscribe for Class A and Class B partnership interests in Planet TopCo LP, the Company 's ultimate parent.

The Class A partnership interests in Planet TopCo LP are issued in exchange for a cash consideration on the

same terms as those issued to Veritas Capital Fund VIII, LP, and Planet Co-Investor Holdings L.P., vehicles

owned or affiliated with Veritas Capital Fund Management, L.L.C. Class A partnership interests have no service

conditions and are not remuneration for services, thus they are not considered to be share-based compensation

under FRS 102.

The Class B partnership interests have two tranches: 50% of the awards vest upon meeting a service condition

(“Class B Time-based Awards”); and 50% vests upon a change in control or other liquidity event (“Class B

Performance-based Awards”), subject to continued employment (collectively, the “Equity Awards”). The Class

B Time-based Awards vest equally each year over the five-year requisite service period (i.e. 20% on each

anniversary for the next five years). Class B partnership interests are awarded with varying terms depending

upon the employee’s country of residence, specific details are as set out below.

During the year ended 31 December 2025, the Class B partnership interests in Planet Topco LP awarded to the

Company’s employees were financed through interest-free non-recourse loans by the relevant employing entities

for a total amount of £0.1 million (2024: £0.1 million) in aggregate. The non-recourse loans will be repayable

upon certain events such as an initial public offering, change of control, termination of employee, sale of the

shares or receipt of dividends or distributions. As the loans issued are on a non-recourse basis, the Class B

partnership interests issued are accounted for as share options, and no receivables for amounts due under the

loan were recorded on the Company's balance sheet.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

6. Share-based compensation (continued)

Share-based compensation expense

The Equity Awards are equity-classified awards, and compensation expense is calculated based on the grant-

date fair value, which is estimated based on the fair value of the Class B partnership interests. To estimate the

fair value of the Equity Awards, a Monte-Carlo Simulation (“MCS”) option pricing model was utilised.

The MCS valuation assumptions for the Equity Awards granted during the year ended 31 December 2025 were:


		Class B Partnership interests

Expected volatility (%)		38%
Risk-free interest rate (%)		4.31% - 4.34%
Expected dividend yield		0%
Expected term (years)		2.7 - 4.7

The MCS valuation assumptions for the Equity Awards granted during the year ended 31 December 2024 were:


		Class B Partnership interests

Expected volatility (%)		42.5%
Risk-free interest rate (%)		3.21% - 3.25%
Expected dividend yield		0%
Expected term (years)		5.2

The fair value of each stock option/restricted stock granted is estimated using the MCS Option Pricing

Methodology and scenario analysis. The determination of the grant date fair value is affected by our estimated

price of common stock as at the grant date, as well as assumptions regarding a number of other key valuation

variables. These variables include expected stock price volatility, risk-free interest rate and expected dividend

yield of the stock, each for the expected term of the award. The expected volatility of the stock options is based

on the average historical equity volatility of several comparable publicly traded companies over a time period

matching the expected term of the option, with the average historical volatility of similar companies providing

the best estimate of future stock volatility for the Company. The risk-free interest rates used are based on the

yield to maturity of UK Government bonds sourced for corresponding periods to the expected exit dates. Rates

are linearly interpolated from benchmark rates with the closest available maturities corresponding to the

expected term of the stock options. The dividend yield assumption is based on the forecasted dividends of the

business over the expected term of the option, with the yield being a forecast average of the annual dividend

yield to common stock price over the term of option.

The Company recognises compensation costs for the Class B Time-based Awards over the vesting periods using

the straight-line method. For Class B Performance-based awards, the compensation costs are deferred until the

consummation of the required liquidity event or performance condition has been met.

The total compensation costs recognised for Class B Time-based Awards in the staff costs of the income

statement for the period ended 31 December 2025 £1.3 million 2024: £1.6 million).

Movements in awards

The following table summarizes the movements in the Class B partnership interests in Planet TopCo LP held by

the employees of the Company and its subsidiary entities for the years ended 31 December 2025 and 2024:

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

6. Share-based compensation (continued)


		Weighted average fair value
		£ Million

Class B Partnership Interest
Outstanding at 01 January 2024		16.63
Granted		1.45
Forfeited		(3.43)
Outstanding at 31 December 2024		14.65
Vested and exercisable at 31 December 2024		1.76
Expected to vest at 31 December 2024		6.07

Outstanding at 01 January 2025		14.65
Granted		0.46
Forfeited		(1.97)
Outstanding at 31 December 2025		13.14
Vested and exercisable at 31 December 2025		1.41
Expected to vest at 31 December 2025		3.10

7. Tax on profit


	2025	2024
	£'000	£'000

Current taxation
UK corporation tax charge	129	215
Overseas tax relief current period	(129)	(215)
Non UK corporation tax	356	481
Adjustment in respect of prior periods	2,380	1,328
Total current tax	2,736	1,809

Deferred taxation
Origination and reversal of timing differences	(1,444)	(1,258)
Adjustment in respect of prior periods	1,693	(189)
Total deferred tax	249	(1,447)
Total tax on profit	2,985	362

The standard rate of tax for the period, based on the UK rate of corporation tax is 25% (2024: 25%).

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

7. Tax on profit (continued)


	2025	2024
	£'000	£'000

Profit before taxation	21,658	4,832
Tax (credit) on loss at standard rate 25% (2024: 25%)	5,415	1,208
Factors affecting the charge for the period:
Adjustments in respect of prior years	4,303	1,139
Expenses not deductable for tax purposes	3,338	2,129
Overseas tax	6	481
Double tax relief	(8)	(215)
Non-taxable income (dividends)	(6,285)	—
Group relief	(12,630)	(14,281)
Transfer pricing adjustment	8,846	9,901
Total tax	2,985	362

8. Intangible assets


	Development Costs	Goodwill	Database	Sales Relationships	Total
	£'000	£'000	£'000	£'000	£'000

Cost
At 01 January 2025	271,979	68,675	61,523	3,880	406,057
Additions	48,315	—	—	—	48,315
Disposals and retirements	(88,009)	—	—	—	(88,009)
At 31 December 2025	232,285	68,675	61,523	3,880	366,363

Accumulated amortisation
At 01 January 2025	162,878	35,174	25,577	1,908	225,537
Charge for the year	45,697	3,434	3,076	194	52,401
Disposals and retirements	(87,832)	—	—	—	(87,832)
At 31 December 2025	120,743	38,608	28,653	2,102	190,106

Net book value
At 31 December 2025	111,542	30,067	32,870	1,778	176,257

At 31 December 2024	109,101	33,501	35,946	1,972	180,520

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

9. Tangible fixed assets


	Leasehold Improvements	Computer Equipment	Fixtures & Fittings	Total
	£'000	£'000	£'000	£'000

Cost
01 January 2025	3,935	18,760	1,576	24,271
Additions	—	1,204	—	1,204
Impairment	(137)	(78)	(220)	(435)
Disposals	(63)	(3,387)	(581)	(4,031)
31 December 2025	3,735	16,499	775	21,009

Accumulated depreciation
01 January 2025	3,485	16,255	704	20,444
Charge for the year	149	2,135	68	2,352
Impairment	—	(20)	(130)	(150)
Disposals	(13)	(3,382)	(580)	(3,975)
31 December 2025	3,621	14,988	62	18,671

Net book value
31 December 2025	114	1,511	713	2,338

31 December 2024	450	2,505	872	3,827

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

10. Leases


		Right-of-use Assets
		£'000

Cost
01 January 2025		7,965
Additions		406
Terminations and disposals		(18)
Foreign exchange movement		(1)
At 31 December 2025		8,352

Accumulated depreciation
01 January 2025		1,463
Charge for the year		1,896
Terminations and disposals		(18)
Foreign exchange movement		19
At 31 December 2025		3,360

Net book value
At 31 December 2025		4,992

At 31 December 2024		6,502


	2025	2024
	£'000	£'000
Lease liabilities
Current	2,207	1,778
Non-current	3,441	5,248
	5,648	7,026

The Company leases buildings for its offices under agreements of between one to six years with, in some cases,

options to extend. On renewal, the terms of the leases are renegotiated.

Amounts recognised in profit and loss account for the years ended 31 December 2025 and 31 December 2024

are as follows:


	2025	2024
	£'000	£'000

Depreciation expense of right-of-use assets	1,896	1,970
Interest expense on lease liabilities	634	793
Total amount recognised in net loss	2,530	2,763

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

10. Leases (continued)

Maturities of lease liabilities as at 31 December 2025 for the years through 2031 and thereafter are as follows:


		2025
		£'000

Years ending
2026		2,661
2027		1,068
2028		1,068
2029		1,068
2030		979
Total lease payments		6,844
Less imputed interest		(1,198)
Present value of total lease payments		5,646

11. Investments


	Debentures	Subsidiary undertakings	Other loans	Total
	£'000	£'000	£'000	£'000

The investments are as follows:
Cost and net book value
At 01 January 2024	99	68,365	591,162	659,626
Additions in the year	—	3,433	—	3,433
Amounts as at 31 December 2024	99	71,798	591,162	663,059
Additions in the year	—	498	—	498
At 31 December 2025	99	72,296	591,162	663,557

Other loans

Other loans are measured at amortised cost and constitute financing transactions with related parent entities.

The company assesses the value of the net assets held within the investments relative to the carrying value of the

investment on the balance sheet. As the value of the net assets exceeded the investment carrying value no

indicators of impairment were identified.

In accordance with the applicable accounting standards, the investments held in Wood Mackenzie have been

assessed and do not exhibit any indicators of impairment. As a result, no impairment review is required at this

time. The investment continues to perform within expectations, and its carrying value remains appropriate

based on the latest available financial and operational data.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

11. Investments (continued)

The following information relates to the indirect subsidiary undertakings:


Name of the company	Country of Incorporation	Proportion of issued share capital	Share Class	Principal activity
Wood Mackenzie CO Ltd	China	100%	Ordinary	Trading
Wood Mackenzie Hong Kong Limited	Hong Kong	100%	Ordinary	Trading
Wood Mackenzie Australia Pty Limited	Australia	100%	Ordinary	Trading
Wood Mackenzie Japan Kabushiki Kaisha	Japan	100%	Ordinary	Trading
Wood Mackenzie (Nigeria) Limited	Nigeria	100%	Ordinary	Trading
Wood Mackenzie Canada Limited	Canada	100%	Ordinary	Trading
Wood Mackenzie Peru S.r.l	Peru	100%	Ordinary	Trading
Wood Mackenzie Asia Pacific PTE Limited	Singapore	100%	Ordinary	Trading
Wood Mackenzie Malaysia Sdn. Bhd.	Malaysia	100%	Ordinary	Trading
Wood Mackenzie Argentina S.r.l.	Argentina	100%	Ordinary	Trading
Wood Mackenzie de Mexico S. de R.L. de CV	Mexico	99%	Ordinary	Trading
Wood Mackenzie do Brasil Ltda.	Brazil	100%	Ordinary	Trading
Wood Mackenzie India Private Limited	India	100%	Ordinary	Trading
Wood Mackenzie Research & Consulting Company Ecuador	Ecuador	100%	Ordinary	Dormant
Wood Mackenzie Limited (Single Shareholder Limited Liability Company)	Saudi Arabia	100%	Ordinary	Trading
Wood Mackenzie Regional Headquarter Company LLC	Saudi Arabia	100%	Ordinary	Trading
Brook Hunt & Associates Limited	UK	100%	Ordinary	Dormant
PCI Xylenes & Polyesters China Limited	Hong Kong	100%	Ordinary	Trading
PCI Xylenes & Polyesters Asia SDN.BHD	Malaysia	100%	Ordinary	Trading
PCI Research GmbH	Germany	100%	Ordinary	Trading
Wood Mackenzie A/S	Denmark	100%	Ordinary	Trading
Commodity Vectors Limited	UK	100%	Ordinary	Trading
Commodity Vectors (Ireland) Limited **	Ireland	100%	Ordinary	Trading
Petrotranz Inc. *	Canada	100%	Ordinary	Trading
Roskill Germany Gmbh	Germany	100%	Ordinary	Trading
Genscape Japan K.K. *	Japan	100%	Ordinary	Trading
Energy Fundamentals Gmbh *	Switzerland	100%	Ordinary	Dormant

* Held indirectly through Commodity Vectors Limited.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

11. Investments (continued)

The following information relates to the registered office address of the indirect subsidiary undertakings:


Name of the company	Registered Address
Wood Mackenzie CO Ltd	2619 China World Office, 1 China World Trade Center, No.1 Jianguomenwai Avenue, Beijing 100004 China
Wood Mackenzie Hong Kong Limited	VC House, 4-6 On Lau Street, Central, Hong Kong
Wood Mackenzie Australia Pty Limited	Level 13, 50 Pitt Street, Sydney, NSW 2000, Australia
Wood Mackenzie Japan Kabushiki Kaisha	Tekko Building, 1-8-2 Marunouchi, Chiyoda-ku Tokyo 100-0005, Japan
Wood Mackenzie (Nigeria) Limited	Rivers House, 83 Ralph Shodeinde St, CBD, Abuja
Wood Mackenzie Canada Limited	335, 8th Avenue SW, Calgary, AB T2P 1C9, Canada
Wood Mackenzie Peru S.r.l	Jiron Huascar, 2055 Jesus Maria, Lima 11, Peru
Wood Mackenzie Asia Pacific PTE Limited	3 Church Street, #29-01 Samsung Hub, Singapore 049483
Wood Mackenzie Malaysia Sdn. Bhd.	Menara Maxis, Kuala Lumpur City Centre, Kuala Lumpur 50088, Malaysia
Wood Mackenzie Argentina S.r.l.	Avenida del Libertador 101, Piso 10, Buenos Aires, Arg.
Wood Mackenzie de Mexico S. de R.L. de CV	Paseo de la Reforma 483, Cuauhtemoc, 06500 Ciudad de Mexico, CDMX
Wood Mackenzie do Brasil Ltda.	Alameda Santos, 200, Edif Victoria Plaza Conj 503 Bela Vista
Wood Mackenzie India Private Limited	Plot 838, Sector 38, Gurugram 122001, Haryana
Wood Mackenzie Research & Consulting Company Ecuador	Av. 12 de Octubre N26-48 Lincoln
Wood Mackenzie Limited (Single Shareholder Limited Liability Company)	3036, Saud Bin Abdullah Jalawi, 6239, Al Narjis Dist., 13336, Riyadh, Kingdom of Saudi Arabia
Wood Mackenzie Regional Headquarter Company LLC	3036, Saud Bin Abdullah Jalawi, 6239, Al Narjis Dist., 13336, Riyadh, Kingdom of Saudi Arabia
Brook Hunt & Associates Limited	Broadgate Tower, Primrose Street, London, EC2A 2EW
PCI Xylenes & Polyesters China Limited	VC House, 4-6 On Lau Street, Central, Hong Kong
PCI Xylenes & Polyesters Asia SDN.BHD	Menara Maxis, Kuala Lumpur City Centre, Kuala Lumpur 50088, Malaysia
PCI Research GmbH	Holzweg 14, 61440 Oberursel, Essen, Germany
Wood Mackenzie A/S	Sonder Alle 9, 8000 Aarhus C, Denmark
Commodity Vectors Limited	Broadgate Tower, Primrose Street, London, EC2A 2EW
Commodity Vectors (Ireland) Limited *	Iveagh Court, Harcourt Road, Dublin 2, Ireland
Petrotranz Inc. *	3500, 855-2 Street SW, Calgary, Alberta, T2P4J8, Canada
Roskill Germany Gmbh	c/o Constantin GmbH, Tilsiter Straße 1
Genscape Japan K.K. *	Ark Hills Sengokuyama Mori Tower 28F 1-9-10 Roppongi, Minato-ku, Tokyo, 106-0032, Japan
Energy Fundamentals Gmbh *	Taxcoach AG, Seestrasse 344 8038, Zurich, Switzerland

* Held indirectly through Commodity Vectors Limited.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

12. Debtors


	2025	2024
	£'000	£'000

Amounts falling due within one year
Trade debtors	54,832	35,201
Contract assets	4,394	3,232
Prepayments	12,741	14,547
Amounts owed by other group related undertakings	1,102,189	1,054,648
Other debtors	2,005	523
	1,176,161	1,108,151

Amounts falling due after one year
Other noncurrent assets	1,676	2,629
	1,676	2,629

Amounts due from other group related undertakings reflect operational trading relationships with subsidiaries of

the ultimate parent company, Planet TopCo LP. These balances are unsecured, repayable on demand and do not

accrue interest. The amounts owed by the ultimate parent company are those due from the parent company as at

31 December 2025, Planet TopCo LP.

13. Creditors: amounts falling due within one year & after one year


	2025	2024
	£'000	£'000

Amounts falling due within one year
Trade payables	4,172	3,814
Accruals	19,343	13,600
Corporate Tax	32	—
Lease liabilities	2,207	1,778
VAT and other sales taxes	—	257
Other taxes and social security	111	672
Other payables	1,174	6,673
Amounts owed to other group related undertakings	862,696	857,424
Contract liabilities	81,438	60,498
	971,173	944,716

Amounts due to other group related undertakings reflect operational trading relationships with subsidiaries of

the ultimate parent company, Planet TopCo LP.

Other creditors primarily represents the amount payable for the termination service agreement held with

previous owners, Verisk Analytics Inc. for continued use of services relating to IT, HR, Finance and other prior

to the official separation.

Contract liabilities represents unearned income on invoiced research subscriptions and consultancy contracts.

The directors consider the carrying value of deferred income approximates to its fair value and does not

represent a liability to repay the customer unless there is a failure to deliver the required goods and services

under the terms of the contract.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

14. Deferred taxation


	2025	2024
	£'000	£'000

Liability at 01 January 2025	1,775	3,222
Charge for the year (Note 7)	(1,444)	(1,258)
Adjustment in respect of prior years	1,693	(189)
Liability as at 31 December 2025	2,024	1,775

The amounts of deferred tax provided are as follows:


	2025	2024
	£'000	£'000

Capital allowances	2,230	2,611
Short-term timing differences	(206)	(836)
Closing balance as at 31 December	2,024	1,775


	2025	2024
	£'000	£'000

Deferred tax due to unwind in more than 12 months	2,024	1,775
Deferred tax liability	2,024	1,775

15. Called-up share capital


	2025	2024	2025	2024
	Number	Number	£'000	£'000

Called-up share capital
Ordinary shares of £0.10 each	925,001	925,001	93	93
A Ordinary shares of £0.10 each	176,062,203	176,062,203	17,606	17,606
B Ordinary shares of £0.10 each	2,108,202	2,108,202	211	211
Special redeemable share	1	1	—	—
			17,910	17,910

The main rights attaching to the various classes of share are as follows:

Ordinary Shares, A Ordinary Shares, B Ordinary Shares & Special Redeemable Shares

Any dividend shall be paid to the Ordinary Shareholders, the A Ordinary Shareholders and the B Ordinary

Shareholders (pari passu) in proportion to the amounts paid up on the shares held by them.

On a return of assets, whether in a winding-up or reduction in capital or otherwise, the assets and retained profits

of the Company available for distribution among the members shall be applied in distributing such assets and

retained profits amongst the Ordinary Shareholders, the A Ordinary Shareholders and the B Ordinary

Shareholders (pari passu) in proportion to the amounts paid up on the shares held by them.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

15. Called-up share capital (continued)

On a poll every holder of Ordinary shares shall have one vote for every Ordinary share held and every holder of

A Ordinary shares shall have one vote for every A Ordinary share held. The B Ordinary shares shall carry no

right to attend or vote in any circumstances at any general meeting of the Company.

As at 31 December 2025, the company has 1 special redeemable share issued at nil value. This share is

redeemable at the company's discretion or under specific conditions. It does not carry voting rights and is

classified as equity in accordance with FRS 102. Dividends, if declared, are payable at the Board's discretion.

No redemptions have occurred during the year.

16. Financial commitments

The Company enters into contractual commitments which may have a minimum guarantee per contractual year.

These contracts primarily relate to network infrastructure and data centre operations. The following table shows

unconditional purchase obligations committed by the Company as at 31 December 2025 and 2024,

respectively, in future periods:


	2025	2024
	£'000	£'000

Within one year	18,910	13,004
Within one to two years	19,298	17,218
Within two to three years	10,327	15,938
More than three years	4,211	15,938
Total	52,746	62,098

The company has granted a fixed charge over its deposited amount with HSBC UK Bank PLC. This was to

cash collateralize a trade finance facility with HSBC.

The company has granted a fixed charge over its shares in Commodity Vectors Limited, Brook Hunt &

Associates Limited, Infield Systems Limited, DMS Projects Limited, PCI Xylenes & Polyesters Limited, PCI

Films Consulting Limited, Power Advocate Canada Limited, Petrotranz Inc and Wood Mackenzie Canada

Limited. This was to secure an amount of $1.31bn as a group loan from Bank of America, N.A., which sits on

the balance sheet of the related entity, Planet US Buyer LLC. The loan is repayable over 7 years at an interest

rate of 3.0% (+ SOFR). The lender may enforce this security if the company defaults. Additionally, there is a

floating charge in place to secure the above amount from HPS Investment Partners, LLC. This charge is across

all of the present and future assets, including receivables and cash balances.

These charges are registered with Companies House and are subject to the terms and conditions outlines in the

respective loan agreements.

17. Reserves

Capital contribution

This account comprises capital funding provided to satisfy local regulatory requirements for the transfer of

employees to Wood Mackenzie India Private Limited.

Share premium account

Consideration received for shares issued above their nominal value net of transaction costs.

Profit and loss reserves

Cumulative profit and loss net of distributions to owners.

Wood Mackenzie Limited

Notes to the financial statements (continued)

For the year ended 31 December 2025

18. Related party transactions

As at the balance sheet date, the Company was a wholly owned subsidiary within a group that prepares

consolidated financial statements. This entity is the smallest and largest group into which the overall results are

consolidated.

Transactions with related undertakings reflect operational trading relationships with the Company’s subsidiaries.

Any outstanding balances are unsecured, repayable on demand and do not accrue interest.

Certain key employees and directors of the group’s subsidiary entities entered into interest-free non-recourse

loans totalling £0.1 million during the year ended 31 December 2025 (2024: £0.1 million) in aggregate in order

to facilitate cashless exercise of their options to purchase Class B profit interests. These loans were funded by

each of the subsidiary entities that employ the individuals. The loans will be repayable upon certain events such

as an initial public offering, change of control, involuntary termination of the employee, sale of the profit

interests or receipt of dividends or distributions. The non-recourse loan received as consideration for the

issuance of partnership interests is considered a share option for accounting purposes and has not been

recognised on the Group’s balance sheet.

Key management personnel are defined as those individuals with authority and responsibility for planning,

directing, and controlling the activities of the entity.

Two directors were entitled to receive Class B Partnership interests in Planet Topco LP, the Company’s ultimate

parent, in respect of their qualifying services. Further details are set out in note 6.

One of the directors active in the period was paid by other related undertakings and it is not possible to allocate

their remuneration between entities.

19. Post balance sheet events

During the year ended 31 December 2025, the Company entered into a lease agreement for office premises in

Edinburgh. The lease had not yet commenced as of 31 December 2025, and therefore no right-of-use asset or

lease liability has been recorded in the accompanying financial statements. The lease commenced on 1 April

2026 and has a term of 15 years with annual rentals of £1,184,880.

20. Ultimate controlling party

The immediate parent entity is Wood Mackenzie Holdings Limited, which has a registered address in the UK,

Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD. The consolidated accounts of Planet Midco Limited are

filed alongside these financial statements and can be obtained from the Registrar of Companies at Companies

House. The registered address of Planet Midco Limited is 2nd Floor, Sir Walter Raleigh House, 48-50

Esplanade, St Helier, Jersey, JE2 3QB.

At 31 December 2025, Veritas Capital, a global US based private equity fund and is headquartered in New York

City, New York, United States, was the controlling party. The ultimate parent company is Planet TopCo LP, a

holding company registered in Delaware in the United States of America.

Group Registration No. 145864

Planet Midco Limited

Annual Report and Financial Statements

For the year ended 31 December 2025

Planet Midco Limited

Annual report and financial statements

Contents


Officers and professional advisers	3
Directors’ report	4
Directors’ responsibilities statement	6
Independent auditor's report	7
Consolidated statement of comprehensive loss	11
Consolidated statement of financial position	12
Consolidated statement of cash flows	13
Consolidated statement of changes in equity	14
Notes to the financial statements	15

Planet Midco Limited

Officers and professional advisers

Directors

Jason Chou Liu

Christopher David Grieve

Sumit Kevin Khatod

Bahaa Eddine Naamani

Group Secretary

Maples Group Secretary (Jersey Limited)

Registered office

2nd Floor

Sir Walter Raleigh House

48–50 Esplanade

St Helier

JE2 3QB

Bankers

JPMorgan Chase bank, N.A. - London branch

25 Bank Street

Canary Wharf

London

E14 5JP

Solicitors

Dickson Minto WS

Level 3

6 St Andrew Square

Edinburgh

EH2 2BD

Independent Auditor

RSM UK Audit LLP

Third Floor

2 Semple Street

Edinburgh

EH3 8BL

United Kingdom

Planet Midco Limited

Directors’ report

For the year ended 31 December 2025

The Directors present their annual report and the audited financial statements for the year ended 31 December

2025 for Planet Midco Limited (the “Group”).

Principal activities

The principal activity of the Group is that of a specialist provider of research products and consultancy services

to the Energy, Mining, Metals and Petrochemical industries.

Events after the balance sheet date

During the financial year, the Group entered into a significant lease agreement for office premises in Edinburgh.

The lease commenced on 1 April 2026 and has a term of 15 years, with annual rentals of $1.6 million. The

directors consider this commitment to be in the best interests of the Company and consistent with its strategic

objectives of securing a more suitable premises to support the ongoing needs of the business. Further details are

provided in note 18 to the financial statements.

Dividends

No dividends were paid during the current or prior year.

Directors

The Directors who held office throughout the year and to the date of this report, except as noted below


Simon Paul Crowe	Resigned	16 January 2025
Jason Chou Liu
Christopher David Grieve	Appointed	16 January 2025
Sumit Kevin Khatod	Appointed	15 June 2025
Aneal Krishnan	Resigned	15 June 2025
Bahaa Eddine Naamani

Qualifying third party indemnity provisions

The Group has made qualifying third-party indemnity provisions for the benefit of its directors (which extend to

the performance of any duties as a director of any associated company) and these remain in force at the date of

this report.

Research and development

During 2025, the Group continued to develop and improve its product offerings whilst also enhancing the client

experience through development of its delivery platform.

Employee involvement

As a key part of the Group’s philosophy, we place great importance on involving our staff in our operations.

Regular meetings are held between management, employees and employee representatives through which we

seek to keep staff informed and involved in the progress and performance of the Group.

Political contributions and charitable donations

The Group made no political contributions during the year and made charitable contributions of $0.1 million

(2024: $0.1 million)

Employment of disabled persons

Our policy is to give full and fair consideration to applications for employment made by disabled persons having

regard to their particular aptitudes and abilities. This policy has the commitment that appropriate training will

Planet Midco Limited

Directors’ report (continued)

For the year ended 31 December 2025

be arranged for disabled persons, including retraining for alternative work of employees who become disabled,

to promote their career development within the Group.

Going concern

The directors believe it continues to be appropriate to prepare the accounts on the basis of going concern as set

out in the going concern accounting policy in note 1 to the financial statements.

Independent Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Group's

auditor is unaware; and

• the director has taken all the steps that he/she ought to have taken as a director in order to

make himself/herself aware of any relevant audit information and to establish that the Group's

auditor is aware of that information.

A resolution was agreed by the directors to appoint RSM as auditors in 2025. The directors confirm that RSM,

who have indicated their willingness to continue in office, will remain as the company's auditors for the next

financial year.

Approved by the Board of Directors on 24 September 2026 and signed on behalf of the Board.

Christopher David Grieve

Director

Level 3

6 St Andrew Square

Edinburgh

EH2 2BD

Planet Midco Limited

Directors’ responsibilities statement

For the year ended 31 December 2025

The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with

applicable law and regulations.

Jersey company law requires the directors to prepare Group financial statements for a period of not more than 18

months in accordance with generally accepted accounting principles. The directors have elected under Jersey

company law to prepare the Group financial statements in accordance with United Kingdom Accounting

Standards.

The financial statements of the Group are required by law to give a true and fair view of the state of the Group’s

affairs at the end of the financial period and of the profit or loss of the Group for that period. The Group

financial statements are also required by United Kingdom Accounting Standards to present fairly the financial

position and performance of the Group.

In preparing the Group financial statements, the directors should:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• for the Group financial statements, state whether they have been prepared in accordance with United

Kingdom Accounting Standards; and

• 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 accounting records which are sufficient to show and explain the

Group’s transactions and are such as to disclose with reasonable accuracy at any time the financial position of

the Group and enable them to ensure that the financial statements comply with the requirements of the

Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and hence for

taking reasonable steps for the prevention and detection of fraud and other irregularities.

Planet Midco Limited

Non-Statutory Independent Auditor’s report to the directors of Planet Midco Limited

For the year ended 31 December 2025

Opinion

We have audited the financial statements of Planet Midco Limited (the ‘parent company’) and its subsidiaries

(the ‘group’) for the year ended 31 December 2025 which comprise the Consolidated statement of

comprehensive income, Consolidated statement of financial position, Consolidated statement of cashflows,

Consolidated statement of changes in equity, and notes to the financial statements, including 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”.

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s affairs as at 31 December 2025 and of the group’s

loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Accounting Standards; and

• have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the

financial statements section of our non-statutory report. We are independent of the group and the parent

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

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 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.

Other information

The other information comprises the information included in the annual report, other than the financial

statements and our non-statutory auditor’s report thereon. The directors are responsible for the other information

contained within the annual report. Our non-statutory opinion on the financial statements does not cover the

other information and 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.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 6, 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.

Planet Midco Limited

Non-Statutory Independent Auditor’s report to the directors of Planet Midco Limited (continued)

For the year ended 31 December 2025

In preparing the financial statements, the directors are responsible for assessing the group’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 to cease operations, or have no realistic

alternative but to do so.