wk-2025-12-31-ixbrl

H&F Nugent 2 Limited

Strategic report

For the year ended 31 December 2025

The Directors present their strategic report for H&F Nugent 2 Limited (the “ Company”) 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.

Review of the business & KPIs

During 2025, the company acted as an intermediate holding company within the wider Planet Holdco 2 Ltd group

(the "group"). The company has not traded in the year and continues to hold an investment in its direct

subsidiary, H&F Nugent 3 Limited. Management have considered whether there are indicators of impairment of

the carrying value of the investment at the balance sheet date and are satisfied, based on the underlying

performance of the company’s subsidiaries, that no impairment is required. Management considers the carrying

value of investments of £1,382,048,000 (2024: £1,382,048,000) to be the primary KPI for the company. The

value of investments is included in note 5 to the financial statements.

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.

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

The company has no employees.

Customers

The company has no customers.

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.

H&F Nugent 2 Limited

Strategic report (continued)

For the year ended 31 December 2025

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.

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.

Key decisions

During the period, management and the board of directors made several key decisions aimed at achieving the

Wood Mackenzie’s strategic group objectives and enhancing the company’s value. These decisions reflect the

company’s commitment to sustainable growth and value creation. The following is one of the significant key

decisions taken:

• Market Expansion: During the period, the Group launched a Go to Market Transformation programme,

representing the largest investment in go to market activity in the Company's history.

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

The company's exposure to risks such as credit risk and interest rate risk are within reasonable limits and these

exposures are not hedged. There are no further material risks in which the company believe external hedging is

required or mitigating action is needed at present.

Foreign exchange risk

The Company’s activities expose it to limited financial risks of changes in foreign currency rates.

Credit risk

The company's credit risk is primarily attributable to its receivables from related parties within the group. 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.

Interest rate risk

The company provides loans to related parties within the group at agreed fixed interest rates and does not have

any third-party debt borrowings, which would expose it to interest expense fluctuations. Therefore, the company

does not consider itself to have a material exposure to interest rate fluctuations.

H&F Nugent 2 Limited

Strategic report (continued)

For the year ended 31 December 2025

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.

The company is exempt from the requirement to include Streamlined Energy and Carbon Reporting disclosures

as it has consumed less than 40,000 kWh of energy from its activities during the year.

Future developments

Management foresees the company to continue to act as an intermediate holding company within the group

structure for the foreseeable future and there is no plan to change the underlying business of Wood Mackenzie

Limited.

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

Andrew David Ramage

Company Secretary

H&F Nugent 2 Limited

Directors’ report

For the year ended 31 December 2025

The directors present their Directors’ report for H&F Nugent 2 Limited (the “Company”) for the year ended

31 December 2025.

Principal activities

The principal activity of the company is that of an intermediate holding company.

Matters included in the Strategic Report

Details of the business review; future developments; principal risks and uncertainties can be found in the

Strategic Report on pages 2 to 4 and form part of this report by cross-reference.

Events after the balance sheet date

There are no post balance sheet events to note.

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.

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


Christopher David Grieve	Appointed	16 January 2025
Simon Paul Crowe	Resigned	16 January 2025
Jason Chou Liu

Qualifying third party indemnity provisions

The company’s subsidiary Wood Mackenzie Limited 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.

H&F Nugent 2 Limited

Directors’ report (continued)

For the year ended 31 December 2025

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

H&F Nugent 2 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.

H&F Nugent 2 Limited

Independent Auditor’s report to the members of H&F Nugent 2 Limited

For the year ended 31 December 2025

Opinion

We have audited the financial statements of H&F Nugent 2 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 result

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.

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.

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.

H&F Nugent 2 Limited

Independent Auditor’s report to the members of H&F Nugent 2 Limited (continued)

For the year ended 31 December 2025

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 7 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.

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 and the Companies Act 2006. We performed audit procedures to detect

H&F Nugent 2 Limited

Independent Auditor’s report to the members of H&F Nugent 2 Limited (continued)

For the year ended 31 December 2025

non-compliances which may have a material impact on the financial statements which included reviewing

financial statement disclosures.

The audit engagement team identified the risk of management override of controls as the area 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

judgements 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.

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.

Stuart Niven (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

H&F Nugent 2 Limited

Profit and loss account

For the year ended 31 December 2025


		2025	2024
	Note	In £'000	In £'000
Revenue		—	—
Dividend Income		—	—
Operating profit	3	—	—
Profit before income taxes		—	—
Net tax credit	4	—	—
Net profit		—	—

The accounting notes in pages 14 to 20 are an integral part of these financial statements.

The company has no other comprehensive income for the year.

H&F Nugent 2 Limited

Balance sheet

As at 31 December 2025


		2025	2024
	Note	£'000	£'000
Fixed assets
Investments	5	1,382,048	1,382,048
		1,382,048	1,382,048
Current assets

Creditors: amounts falling due within one year	6	(362)	(362)

Net current liabilities		(362)	(362)

Total assets less current liabilities		1,381,686	1,381,686
Net assets		1,381,686	1,381,686

Capital and reserves
Share capital	7	326,290	326,290
Share premium	8	73,650	73,650
Capital contribution	9	916,833	916,833
Profit and loss account		64,913	64,913
Shareholders funds		1,381,686	1,381,686

The accounting notes in pages 14 to 20 are an integral part of these financial statements.

The financial statements of H&F Nugent 2 Limited , registered number SC427105 ( Edinburgh ), were approved

by the Board of Directors.

Signed on behalf of the Board of Directors

Christopher David Grieve

Director

24 September 2026

H&F Nugent 2 Limited

Statement of changes in equity

For the year ended 31 December 2025


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

At 01 January 2024	326,290	916,833	73,650	64,913	1,381,686
Result for the financial year	—	—	—	—	—
At 31 December 2024	326,290	916,833	73,650	64,913	1,381,686
Result for the financial year	—	—	—	—	—
At 31 December 2025	326,290	916,833	73,650	64,913	1,381,686

The accounting notes in pages 14 to 20 are an integral part of these financial statements.

H&F Nugent 2 Limited

Notes to the financial statements

Year ended 31 December 2025

1. Accounting policies

General information and basis of accounting

H&F Nugent 2 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 British Sterling Pound 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.

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

The Company has taken advantage of the exemption under Section 400 of the Companies Act 2006 not to

prepare consolidated accounts. The financial statements present information about the company as an individual

entity and not about its group.

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.

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.

The Company had net current liabilities of £362,000 as at 31 December 2025 (2024 £362,000). The directors

have received written confirmation from Wood Mackenzie Limited of its willingness to continue to provide

adequate funding to the Company for a period at least twelve months from the date of the approval of these

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

going concern basis.

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.

H&F Nugent 2 Limited

Notes to the financial statements (continued)

Year ended 31 December 2025

1. Accounting policies (continued)

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.

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.

Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to

pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on

current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in

taxation computations in periods different from those in which they are included in financial statements.

Deferred tax assets are recognised to the extent that, on the basis of all available evidence, it is regarded as more

likely than not that there will be suitable taxable profits from which the future reversal of underlying timing

differences can be deducted. Deferred tax assets and liabilities are not discounted.

H&F Nugent 2 Limited

Notes to the financial statements (continued)

Year ended 31 December 2025

2. Critical accounting judgements and key sources of estimation uncertainty

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.

Critical judgements in applying the company’s accounting policies

Impairment of investments

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 directors note no other critical judgements that have a significant effect on the amounts recognised in the

financial statements.

Key source of estimation uncertainty

The directors note no key sources of estimation uncertainty that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year.

3. Operating result

There were no employees in the company in either the current or preceding financial year.

The directors did not receive or accrue any remuneration in respect of their services to the company. The

directors are remunerated by other group entities and it has not been possible to determine a split between these

entities.

At 31 December 2025 the fees payable to the auditor for the audit of the financial statements of £3,500 (2024:

£3,500) are settled by Wood Mackenzie Limited and have not been recharged in the current or prior year.

4. Taxation


	2025	2024
	£'000	£'000

Current taxation
UK corporation tax charge for the period	—	—

The standard rate of tax for the period, based on the UK rate of corporation tax is 25.0% ( 2024: 25.0%).

H&F Nugent 2 Limited

Notes to the financial statements (continued)

Year ended 31 December 2025

4. Taxation (continued)


	2025	2024
	£'000	£'000

Profit/(Loss) before taxation	—	—
Tax on profit at standard rate	—	—
Factors affecting the charge for the period:
Income not taxable	—	—
Group relief	(6)	6
Transfer pricing adjustment	6	(6)
Losses carried forward - deferred tax not provided	—	—
Total actual amount of current tax	—	—

5. Investments


		Investment in Subsidiaries
		£'000

Shares in subsidiary companies at cost
As at 31 December 2024		1,382,048
Additions		—
As at 31 December 2025		1,382,048

As at 31 December 2025, the company held 100% of the ordinary share capital of the following company.


	Country of incorporation	Principle activity
H&F Nugent 3 Limited	UK	Immediate holding company

H&F Nugent 3 Limited is an intermediate holding company with its registered office address in Scotland at

Level 3, 6 St Andrew Square, Edinburgh, United Kingdom, EH2 2BD, United Kingdom.

H&F Nugent 2 Limited

Notes to the financial statements (continued)

Year ended 31 December 2025

5. Investments (continued)

The following information relates to the indirect subsidiary undertakings, all shares held are ordinary shares:


Name of the company	Principal activity	Country of Incorporation	Proportion of nominal value of issued share capital held
H&F Nugent 4 Limited	Holding Company	UK	100%
Charterhouse Nadia 1 Limited	Holding Company	UK	100%
Charterhouse Nadia 2 Limited	Holding Company	UK	100%
Charterhouse Nadia 3 Limited	Holding Company	UK	100%
Charterhouse Nadia 4 Limited	Holding Company	UK	100%
Charterhouse Nadia 5 Limited	Holding Company	UK	100%
Wood Mackenzie Investments Limited	Holding Company	UK	100%
Wood Mackenzie Group Limited	Holding Company	UK	100%
Wood Mackenzie Holdings Limited	Holding Company	UK	100%
Wood Mackenzie Limited	Trading	UK	100%
Wood Mackenzie CO Ltd	Trading	China	100%
Wood Mackenzie Hong Kong Limited	Trading	Hong Kong	100%
Wood Mackenzie Japan Kabushiki Kaisha	Trading	Japan	100%
Wood Mackenzie Australia Pty Limited	Trading	Australia	100%
Wood Mackenzie India Private Limited	Trading	India	100%
Wood Mackenzie (Nigeria) Limited	Trading	Nigeria	100%
Wood Mackenzie Canada Limited	Trading	Canada	100%
Wood Mackenzie Peru S.r.l	Trading	Peru	100%
Wood Mackenzie Asia Pacific PTE Ltd	Trading	Singapore	100%
Wood Mackenzie Malaysia	Trading	Malaysia	100%
Wood Mackenzie Argentina S.r.l.	Trading	Argentina	100%
Wood Mackenzie de Mexico S. de R.L. de CV	Trading	Mexico	100%
PCI Xylenes & Polyesters China Limited	Dormant company	Hong Kong	100%
PCI Xylenes & Polyesters Asia SDN.BHD	Dormant company	Malaysia	100%
PCI Research GmbH	Trading	Germany	100%
Wood Mackenzie A/S	Trading	Denmark	100%
Commodity Vectors Limited	Trading	UK	100%
Commodity Vectors (Ireland) Limited	Trading	Ireland	100%
Petrotranz Inc.	Trading	Canada	100%
Genscape Japan K.K.	Trading	Japan	100%
Energy Fundamentals Gmbh	Trading	Germany	100%
Wood Mackenzie do Brasil Ltda	Trading	Brazil	100%
Wood Mackenzie Research & Consulting Company Ecuador	Dormant	Ecuador	100%

H&F Nugent 2 Limited

Notes to the financial statements (continued)

Year ended 31 December 2025

5. Investments (continued)

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


Name of the company	Registered Office Address
H&F Nugent 4 Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Charterhouse Nadia 1 Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Charterhouse Nadia 2 Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Charterhouse Nadia 3 Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Charterhouse Nadia 4 Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Charterhouse Nadia 5 Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Wood Mackenzie Investments Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Wood Mackenzie Group Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Wood Mackenzie Holdings Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
Wood Mackenzie Limited	Level 3, 6 St Andrew Square, Edinburgh, EH2 2BD
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 India Private Limited	Plot 838, Sector 38, Gurugram 122001, Haryana
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	Unit 1110, 15 Jalan16/11,Off Jalan Damansara, Selangor 46350
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
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
PCI Research GmbH	Holzweg 14, 61440 Oberursel, Hessen, 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
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
Wood Mackenzie do Brasil Ltda	Alameda Santos, 200, Edif Victoria Plaza Conj 503 Bela Vista
Wood Mackenzie Research & Consulting Company Ecuador	Av. 12 de Octubre N26-48 Lincoln

H&F Nugent 2 Limited

Notes to the financial statements (continued)

Year ended 31 December 2025

6. Creditors: amounts falling due within one year


	2025	2024
	£'000	£'000

Amounts falling due within one year
Amounts owed to other group related undertakings	362	362
	362	362

Amounts due to direct/indirect subsidiaries are unsecured, repayable on demand and do not accrue interest.

7. Called-up share capital


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

Called-up, allotted and fully paid
Ordinary shares of £1.00 each	326,290,270	326,290,270	326,290	326,290
	326,290,270	326,290,270	326,290	326,290

8. Share Premium


	2025	2024
	£'000	£'000


Share Premium	73,650	73,650
	73,650	73,650

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

9. Capital contribution


	2025	2024
	£'000	£'000

Capital Contribution	916,833	916,833
	916,833	916,833

10. Ultimate controlling party

The immediate parent entity is H&F Nugent 1 Limited, which has a registered address in the UK, Level 3, 6 St

Andrew Square, Edinburgh, EH2 2BD.

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.

11. Post balance sheet events

There are no post balance sheet events to note.

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.