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Registration number: 13705334

Rubicone Topco Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 August 2025

Rubicone Topco Limited

Contents

Company Information | 1
Directors' Report | 2
Strategic Report | 3 to 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 10
Consolidated Profit and Loss Account | 11
Consolidated Balance Sheet | 12
Balance Sheet | 13
Consolidated Statement of Changes in Equity | 14
Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16
Notes to the Financial Statements | 17 to 33

Rubicone Topco Limited

Company Information

Directors | K L Cook D R John A P Cresswell J F Western D J Cole

Registered office | C/O Orbis Group Vision Court Caxton Place Pentwyn Cardiff Wales CF23 8HA

Bankers | HSBC Bank plc 56 Queen Street Cardiff CF10 2PX

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Rubicone Topco Limited

Directors' Report for the Year Ended 31 August 2025

The directors present their report and the for the year ended 31 August 2025.

Directors of the company

The directors who held office during the year were as follows:

K L Cook

J Vellacott (ceased 1 May 2025)

D R John

A P Cresswell (appointed 12 May 2025)

J F Western (appointed 12 May 2025)

D J Cole (appointed 12 May 2025)

Principal activity

The principal activity of the Company is that of a holding company. The principal activity of the Group is the provision of education and care services for children and adults with complex learning needs including needs associated with autistic spectrum conditions.

Employee involvement

The group's policy is to encourage the involvement of employees in the operations and management of the business through regular departmental meetings, staff conferences and regular communication. We strive to listen to our staff and continue to adapt and develop our working practices to best recognise the invaluable work our staff team undertake.

Employment of disabled persons

The group's policy is to consider the recruitment of disabled workers for those vacancies they are able to fill. All necessary assistance with initial training is given. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Engagement with suppliers

The Group agrees terms and conditions for its business transactions with suppliers before orders are placed. Payments are then made in accordance with these obligations.

Future developments

The directors continue to pursue opportunities to grow the business, in particular through the acquisition and development of new sites to expand the Group’s offering of high quality care and education services.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 27 February 2026 and signed on its behalf by:

D R John
Director

Rubicone Topco Limited

Strategic Report for the Year Ended 31 August 2025

The directors present their strategic report for the year ended 31 August 2025.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £82,981,425 (2024 - £71,458,633) and an operating profit of £4,038,937 (2024 - £1,356,868) after charging amortisation of goodwill of £8,778,178 (2024 - £8,778,178). At 31 August 2025 the group had total assets less current liabilities of £221,303,295 (2024 - £223,626,532). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Financial instruments

Objectives and policies

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments means that price and liquidity risks are minimised by the predetermination of the group funding facilities and terms. The board monitors the group's trading results with a view to ensuring that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The business' principal financial instruments comprise bank balances, bank overdrafts and loans, trade debtors, trade creditors and shareholder loan notes to the business. The main purpose of these instruments is to finance the business' operations.
The directors manage liquidity risk by ensuring adequate liquidity headroom by maintaining sufficient cash balances and the use of appropriate credit facilities.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet payments as they fall due. Loans comprise loan notes from shareholders and bank loans from financial institutions. Interest rates loans are variable. The business manages liquidity risk by holding sufficient funds to meet regular interest payments and manages the price risk using appropriate interest rate hedging arrangements as disclosed in the notes to the financial statements.
The group has sufficient resources available and the subsidiaries are expected to trade profitably generating cash. The directors have prepared forecasts for the next 12 months that indicate that the group has sufficient resources available to trade as a going concern. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Principal risks and uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The Directors consider the key business risks and uncertainties affecting the Group to be the continued availability of adequate government funding for care and education, the ongoing compliance with regulations governing the sector, the ability to recruit and retain high quality employees and access to funding for growth.

Rubicone Topco Limited

Strategic Report for the Year Ended 31 August 2025

Section 172(1) statement

The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Group has considered the long-term strategy of the business and considers that this strategy will
continue to deliver long term success to the business and it’s stakeholders.
The Group is committed to maintaining an excellent reputation and strives to deliver high standards of care and education to the residents and pupils in our care. We are highly selective about who we work alongside to deliver best value while maintaining an awareness of the environmental impact of the work that they do and strive to reduce their carbon footprint.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the group are considered to be our employees, people in our care and their families, Local Authority partners, inspectors, regulators and our suppliers and partners.
In ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly between all members of the Group.

Streamlined Energy and Carbon Reporting (SECR)

UK energy use and associated greenhouse gas emissions
Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.
Organisational boundary
In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets owned or controlled within the UK only as defined by the operational control boundary. This reporting year includes Rubicone Topco Limited and all entities within its wholly owned group. This comprises the main trading companies: Orbis Education and Care Limited, Pembrokeshire Resource Centre Limited, Priority Childcare Limited, and Hopedale Children and Family Services Limited. The group operates a total of thirty-five care homes and eleven schools, comprising five schools in Wales and six schools operated by Hopedale Children and Family Services Limited. The organisational boundary also includes company-owned vehicles and personal vehicles utilised for business mileage (referred to as the “grey fleet”).
Reporting period
The annual reporting period is 1 September to 31 August each year and the energy and carbon emissions are aligned to this period.
Quantification and reporting methodology
The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed. The 2025 UK Government GHG Conversion Factors for Company Reporting were used in emission calculations as these relate to the majority of the reporting period. The report has been reviewed independently by Zenergi Limited (trading as Briar Consulting Engineers Limited).
Electricity and gas consumption were based on invoice records and meter reads while mileage was used to calculate energy and emissions from fleet vehicles and grey fleet. Where gaps in the data were identified, pro rata, direct comparison, and apportioning estimation techniques were applied to ensure completeness and accuracy. Gross calorific values were used except for mileage energy calculations as per Government GHG Conversion Factors.
The emissions are divided into mandatory emissions according to the 2018 Regulations, then further divided into the direct combustion of fuels and the operation of facilities (scope 1), indirect emissions from purchased electricity (scope 2) and further indirect emissions that occur as a consequence of company activities but occur from sources not owned or controlled by the organisation (scope 3).

Rubicone Topco Limited

Strategic Report for the Year Ended 31 August 2025

Breakdown of energy consumption used to calculate emissions (kWh) |  |  |
| 2023/24 |  | 2024/25
Energy type |  |  |
Mandatory requirements: |  |  |
Gas | 3,896,319 |  | 3,736,677
Oil | 127,224 |  | 104,989
Purchased electricity from the grid | 1,566,936 |  | 1,520,433
Transport fuel | 2,294,125 |  | 2,048,425
Total energy (mandatory) | 7,884,604 |  | 7,410,523
Note: Figures may not sum due to rounding |  |  |
*Oil now reporting as mandatory in line with SECR guidance following internal review |  |  |

Breakdown of emissions associated with the reported energy use (tCO2e) |  |  |
| 2023/24 |  | 2024/25
Mandatory requirements: |  |  |
Scope 1 |  |  |
Gas | 751.4 |  | 716.4
Oil | 31.4 |  | 25.9
Organisation-owned vehicles | 341.8 |  | 342.3
Scope 2 |  |  |
Purchased electricity (location-based) | 324.4 |  | 269.1
Scope 3 |  |  |
Category 6: Business travel (grey fleet) | 219.6 |  | 165.0
Total gross emissions (mandatory) | 1,668.6 |  | 1,518.6
Note: Figures may not sum due to rounding |  |  |

Intensity Ratio
The primary intensity ratio is total gross emissions in metric tonnes CO2e (mandatory emissions) per square meter of the gross internal area. This is the chosen metric as it reflects the efficiency of the buildings, which are the source of most emissions. A secondary intensity ratio, tonnes of carbon per pupil/resident, was included.

Intensity ratios | 2023/24 |  | 2024/25
Mandatory emissions only: |  |  |
Tonnes of CO2e per pupil and residents | 2.87 |  | 1.98
Tonnes of CO2e per square meter floor area | 0.05 |  | 0.04

Rubicone Topco Limited

Strategic Report for the Year Ended 31 August 2025

Energy efficiency action during current financial year
In the reporting period, 1 September 2024 - 31 August 2025, the organisation has taken the following energy efficiency actions:

• | Fully fitted LED lighting throughout, including emergency lighting. External areas and lower-use rooms are fitted with presence sensors.
• | Enhanced insulation to walls, ceilings, and loft spaces.
• | All upgraded boilers (and all new sites) are fitted with A-rated system boilers, including high-recovery hot water cylinders.
• | EV charging provision installed at all new homes to support future electric and hybrid vehicle use.
• | Solar PV installations are currently being explored at our school sites. Quotations have been obtained, although schemes have not yet been progressed.
• | As a result of these improvements, the EPC ratings of all newly acquired homes will have improved since purchase and following refurbishment. Updated EPC assessments have not yet been completed but are scheduled to be undertaken within the next three months.

The organisation remains committed to reducing its carbon footprint and continues to look out for new energy saving and funding opportunities going forward.

Approved by the Board on 27 February 2026 and signed on its behalf by:

D R John
Director

Rubicone Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Rubicone Topco Limited

Independent Auditor's Report to the Members of Rubicone Topco Limited

Opinion

We have audited the financial statements of Rubicone Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2025 and of the group's loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Rubicone Topco Limited

Independent Auditor's Report to the Members of Rubicone Topco Limited

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities 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 group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Rubicone Topco Limited

Independent Auditor's Report to the Members of Rubicone Topco Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;
• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and
• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

27 February 2026

Rubicone Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 August 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 82,981,425 | 71,458,633
Cost of sales |  | (43,917,675) | (38,612,286)
Gross profit |  | 39,063,750 | 32,846,347
Administrative expenses |  | (23,950,865) | (20,973,248)
Operating profit before exceptional items, amortisation and profit on disposal of subsidiaries |  | 15,112,885 | 11,873,099
Exceptional items | 6 | (2,295,770) | (1,738,053)
Amortisation of goodwill | 12 | (8,778,178) | (8,778,178)
Operating profit | 5 | 4,038,937 | 1,356,868
Profit on disposal of subsidiaries | 4 | - | 54,761,325
Gain/(loss) on financial assets at fair value through profit and loss account |  | 213,402 | (725,790)
Other interest receivable and similar income |  | 116,381 | 43,513
Interest payable and similar charges | 7 | (31,578,009) | (31,798,867)
(Loss)/profit before tax |  | (27,209,289) | 23,637,049
Taxation | 11 | 2,442,170 | 147,559
(Loss)/profit for the financial year |  | (24,767,119) | 23,784,608
(Loss)/Profit attributable to: |  |  |
Owners of the company |  | (24,767,119) | 23,784,608

Rubicone Topco Limited

(Registration number: 13705334)
Consolidated Balance Sheet as at 31 August 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 140,606,468 | 149,384,646
Tangible assets | 13 | 71,699,185 | 67,610,035
|  | 212,305,653 | 216,994,681
Current assets |  |  |
Stocks |  | 29,332 | 23,859
Debtors: Amounts falling due within one year | 15 | 6,949,976 | 7,822,651
Debtors: Amounts falling due after more than one year | 15 | 1,219,775 | 1,179,501
Cash at bank and in hand |  | 7,436,182 | 3,342,303
|  | 15,635,265 | 12,368,314
Creditors: Amounts falling due within one year excluding loans and borrowings | 16 | (6,394,887) | (5,524,070)
Net current assets excluding loans and borrowings |  | 9,240,378 | 6,844,244
Loans and borrowings falling due within one year | 17 | (242,736) | (212,393)
Net current assets |  | 8,997,642 | 6,631,851
Total assets less current liabilities |  | 221,303,295 | 223,626,532
Creditors: Amounts falling due after more than one year | 16 | 270,947,431 | 246,061,037
Provisions for liabilities | 11 | - | 2,442,512
Long term liabilities |  | 270,947,431 | 248,503,549
Capital and reserves |  |  |
Called up share capital | 19 | 13,142 | 13,142
Share premium reserve |  | 1,301,051 | 1,301,051
Profit and loss account |  | (50,958,329) | (26,191,210)
Shareholders' deficit |  | (49,644,136) | (24,877,017)
Total capital, reserves and long term liabilities |  | 221,303,295 | 223,626,532

Approved and authorised by the Board on 27 February 2026 and signed on its behalf by:

D R John
Director

Rubicone Topco Limited

(Registration number: 13705334)
Balance Sheet as at 31 August 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 14 | 955,419 | 955,419
Current assets |  |  |
Debtors: Amounts falling due within one year | 15 | 40,000 | 40,000
Debtors: Amounts falling due after more than one year | 15 | 19,402,686 | 19,022,387
|  | 19,442,686 | 19,062,387
Creditors: Amounts falling due within one year | 16 | (3,244,296) | (2,973,570)
Net current assets |  | 16,198,390 | 16,088,817
Total assets less current liabilities |  | 17,153,809 | 17,044,236
Creditors: Amounts falling due after more than one year | 16 | 22,962,632 | 20,494,937
Capital and reserves |  |  |
Called up share capital | 19 | 13,142 | 13,142
Share premium reserve |  | 1,301,051 | 1,301,051
Profit and loss account |  | (7,123,016) | (4,764,894)
Shareholders' funds |  | (5,808,823) | (3,450,701)
Total capital, reserves and long term liabilities |  | 17,153,809 | 17,044,236

The company made a loss after tax for the financial year of £2,358,122 (2024 - £2,033,780)

Approved and authorised by the Board on 27 February 2026 and signed on its behalf by:

D R John
Director

Rubicone Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 August 2025

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 September 2024 | 13,142 | 1,301,051 | (26,191,210) | (24,877,017)
Loss for the year | - | - | (24,767,119) | (24,767,119)
At 31 August 2025 | 13,142 | 1,301,051 | (50,958,329) | (49,644,136)

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 September 2023 | 13,142 | 1,301,051 | (49,975,818) | (48,661,625)
Profit for the year | - | - | 23,784,608 | 23,784,608
At 31 August 2024 | 13,142 | 1,301,051 | (26,191,210) | (24,877,017)

Rubicone Topco Limited

Statement of Changes in Equity for the Year Ended 31 August 2025

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 September 2024 | 13,142 | 1,301,051 | (4,764,894) | (3,450,701)
Loss for the year | - | - | (2,358,122) | (2,358,122)
At 31 August 2025 | 13,142 | 1,301,051 | (7,123,016) | (5,808,823)

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 September 2023 | 13,142 | 1,301,051 | (2,709,476) | (1,395,283)
Loss for the year | - | - | (2,055,418) | (2,055,418)
At 31 August 2024 | 13,142 | 1,301,051 | (4,764,894) | (3,450,701)

Rubicone Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 August 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
(Loss)/profit for the year |  | (24,767,119) | 23,784,608
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 10,937,866 | 10,732,122
Financial instrument net gains (losses) through profit and loss |  | (213,402) | 725,790
Profit on disposal of tangible assets | 4 | (6,250) | (48,624)
Profit from disposals of subsidiaries | 4 | - | (54,761,325)
Finance income |  | (116,381) | (43,513)
Finance costs | 7 | 31,578,009 | 31,798,867
Income tax expense | 11 | (2,442,170) | (147,559)
|  | 14,970,553 | 12,040,366
Working capital adjustments |  |  |
Increase in stocks |  | (5,473) | (10,160)
Decrease/(increase) in trade debtors | 15 | 544,601 | (92,417)
Increase/(decrease) in trade creditors | 16 | 1,424,579 | (1,395,079)
Cash generated from operations |  | 16,934,260 | 10,542,710
Income taxes paid | 11 | - | (12,621)
Net cash flow from operating activities |  | 16,934,260 | 10,530,089
Cash flows from investing activities |  |  |
Interest received |  | 116,381 | 43,513
Acquisitions of tangible assets |  | (6,101,716) | (6,566,297)
Proceeds from sale of tangible assets |  | 110,758 | 80,219
Proceeds from sales of subsidiaries |  | - | 59,585,904
Net cash flows from investing activities |  | (5,874,577) | 53,143,339
Cash flows from financing activities |  |  |
Interest paid |  | (10,262,924) | (11,435,591)
Repayment of other borrowings |  | - | (296,942)
Debt costs paid |  | (235,273) | (50,131)
Payments to finance lease creditors |  | (262,607) | (134,032)
Proceeds from bank borrowing draw downs |  | 3,795,000 | -
Repayment of bank borrowings |  | - | (52,279,347)
Net cash flows from financing activities |  | (6,965,804) | (64,196,043)
Net increase/(decrease) in cash and cash equivalents |  | 4,093,879 | (522,615)
Cash and cash equivalents at 1 September |  | 3,342,303 | 3,864,918
Cash and cash equivalents at 31 August |  | 7,436,182 | 3,342,303

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
C/O Orbis Group Vision Court
Caxton Place
Pentwyn
Cardiff
Wales
CF23 8HA

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 August 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £2,358,122 (2024 - £2,033,780).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Going concern

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold land and buildings | nil
Freehold property improvements | 10% straight line
Furniture, fittings and equipment | 15% to 20% straight line
Motor vehicles | 25% straight line
Computer equipment | 100% straight line

Freehold property is not depreciated. The company has a regular policy of maintenance and repair on its freehold properties. The director's annually review the carrying value of the freehold properties. The directors consider this to be appropriate on the basis that the residual values of the properties are not materially different to their carrying value and therefore depreciation would be immaterial.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line over 20 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
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.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 4 | Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

| Note | 2025 £ | 2024 £
Gain from disposals of subsidiaries | 14 | - | 54,761,325

| 5 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 2,159,688 | 1,953,944
Amortisation expense | 8,778,178 | 8,778,178
Operating lease expense - property | 5,310,074 | 3,679,733
Operating lease expense - plant and machinery | 107,557 | 105,539
Operating lease expense - other | 156 | 425
Profit on disposal of property, plant and equipment | (6,250) | (48,624)

| 6 | Exceptional items

| 2025 £ | 2024 £
Exceptional expenses | 2,295,786 | 1,738,217

Exceptional items in the current year predominantly comprise of pre-opening premises expenditure.
Exceptional items in the prior year predominantly comprise non-recurring professional fees, recruitment costs, redundancy costs, agency costs and pre-opening premises expenditure.

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 12,060,818 | 13,328,026
Dividends accrued on preferred ordinary shares | 2,467,695 | 2,194,639
Interest on obligations under finance leases and hire purchase contracts | 45,296 | 30,372
Interest expense on loan notes | 15,819,743 | 14,814,854
Finance costs adjacent to interest | 1,184,457 | 1,430,976
| 31,578,009 | 31,798,867

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 40,584,246 | 35,603,145
Social security costs | 4,194,436 | 3,216,726
Pension costs, defined contribution scheme | 2,396,246 | 1,871,617
Other employee expense | 94,101 | 145,346
| 47,269,029 | 40,836,834

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Education and care | 1,335 | 1,230
Administrative support | 180 | 165
| 1,515 | 1,395

Company
The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 32,259 | 68,233

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Directors | 5 | 3

Company
The company incurred no staff costs and had no employees other than the directors. The Company's executive directors are remunerated elsewhere in the group.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 561,891 | 565,032
Contributions paid to money purchase schemes | 6,412 | 3,742
Compensation for loss of office | 245,326 | -
| 813,629 | 568,774

Compensation for loss of office has also been included in exceptional items within note 6 to the financial statements.

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 5 | 3

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 458,157 | 310,625
Company contributions to money purchase pension schemes | 1,101 | 1,321

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 55,300 | 64,500
Other fees to auditors |  |
All other tax advisory services | - | 9,000
All other non-audit services | 18,225 | 24,300
| 18,225 | 33,300

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 342 | -
UK corporation tax adjustment to prior periods | - | (204)
| 342 | (204)
Deferred taxation |  |
Arising from origination and reversal of timing differences | (2,442,512) | (147,355)
Tax receipt in the income statement | (2,442,170) | (147,559)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
(Loss)/profit before tax | (27,209,289) | 23,637,049
Corporation tax at standard rate | (6,802,322) | 5,909,262
Effect of expense not deductible in determining taxable profit (tax loss) | 6,991,535 | 6,697,823
Movement in deferred tax not recognised | (3,703,666) | 952,311
Deferred tax expense from unrecognised temporary difference from a prior period | 1,500,766 | 153,403
Decrease in UK and foreign current tax from adjustment to prior periods | - | (204)
Tax increase/(decrease) from effect of capital allowances and depreciation | 49,519 | (168,729)
Capital gains/(losses) | (728,569) | -
Tax increase (decrease) from effect of revenues exempt from taxation | (164) | (13,691,425)
Increase (decrease) in current tax from adjustment for prior periods | 250,731 | -
Total tax credit | (2,442,170) | (147,559)

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Difference between taxation allowances and depreciation on fixed assets | 2,308,492
Deferred tax on revaluation of property | 1,346,947
Short term timing differences | (3,655,439)
| -

2024 | Liability £
Difference between taxation allowances and depreciation on fixed assets | 2,364,525
Deferred tax on revaluation of property | 1,824,785
Losses and other deductions | (1,725,458)
Short term timing differences | (21,340)
| 2,442,512

| 12 | Intangible assets

Group

| Goodwill £
Cost
At 1 September 2024 and at 31 August 2025 | 175,563,567
Amortisation
At 1 September 2024 | 26,178,921
Amortisation charge | 8,778,178
At 31 August 2025 | 34,957,099
Carrying amount
At 31 August 2025 | 140,606,468
At 31 August 2024 | 149,384,646

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 13 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Other property, plant and equipment £ | Total £
Cost
At 1 September 2024 | 60,918,018 | 11,898,987 | 1,807,799 | 3,016,240 | 77,641,044
Additions | 4,739,645 | 943,401 | 449,878 | 220,422 | 6,353,346
Disposals | (16,210) | - | (42,885) | (88,298) | (147,393)
At 31 August 2025 | 65,641,453 | 12,842,388 | 2,214,792 | 3,148,364 | 83,846,997
Depreciation
At 1 September 2024 | 721,234 | 5,831,487 | 1,276,247 | 2,202,041 | 10,031,009
Charge for the year | 106,722 | 1,470,035 | 245,929 | 337,002 | 2,159,688
Eliminated on disposal | - | - | (42,885) | - | (42,885)
At 31 August 2025 | 827,956 | 7,301,522 | 1,479,291 | 2,539,043 | 12,147,812
Carrying amount
At 31 August 2025 | 64,813,497 | 5,540,866 | 735,501 | 609,321 | 71,699,185
At 31 August 2024 | 60,712,614 | 5,988,806 | 532,254 | 376,361 | 67,610,035

Included within the net book value of land and buildings above is £3,958,524 (2024 - £1,844,515) in respect of freehold property improvements.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 14 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 955,419 | 955,419

Subsidiaries | £
Cost
At 1 September 2024 and at 31 August 2025 | 955,419
Carrying amount
At 31 August 2025 | 955,419
At 31 August 2024 | 955,419

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024

Subsidiary undertakings
Rubicone Midco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Rubicone Finco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Rubicone Bidco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Orbis Education and Care Topco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Orbis Education and Care Midco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Orbis Education and Care Finco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Orbis Education and Care Bidco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Orbis Education and Care Services Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Orbis Education and Care Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Pembrokeshire Resource Centre Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Gower Lodge (Swansea) Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Pold Holdings Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Priority Childcare Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Shine Bidco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Hopedale Children and Family Services Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Sunlight Education Nucleus Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
SEN 1 Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Poppy Field School Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |

The principal activity of Orbis Education and Care Limited, Pembrokeshire Resource Centre Limited, Gower Lodge (Swansea) Limited, Priority Childcare Limited, Hopedale Children and Family Services Limited and Poppy Field School Limited is the provision of education and care services and ancillary activities.
Orbis Education and Care Services Limited is a dormant company.
The principal activity of all other subsidiaries is that of non-trading intermediate parent companies.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 15 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 3,559,297 | 4,280,206 | - | -
Other debtors |  | 1,689,900 | 1,337,048 | - | -
Derivative financial instrument | 17 | 10,713 | 298,513 | - | -
Prepayments |  | 2,712,068 | 2,791,806 | 40,000 | 40,000
Accrued income |  | 197,773 | 294,579 | - | -
Amounts owed by group undertakings |  | - | - | 19,402,686 | 19,022,387
|  | 8,169,751 | 9,002,152 | 19,442,686 | 19,062,387
Less non-current portion |  | (1,219,775) | (1,179,501) | (19,402,686) | (19,022,387)
Total current trade and other debtors |  | 6,949,976 | 7,822,651 | 40,000 | 40,000

Details of non-current trade and other debtors

Group

£1,219,775 (2024 - £1,179,501) of rent deposits included in other debtors is classified as non current.

Company

£19,402,686 (2024 - £19,022,387) of amounts owed by group undertakings is classified as non current.

| 16 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 17 | 242,736 | 212,393 | - | -
Trade creditors |  | 1,460,158 | 1,757,044 | 61,086 | 120,051
Amounts due to group undertakings | 21 | - | - | 3,126,036 | 2,808,279
Social security and other taxes |  | 1,711,513 | 796,374 | - | -
Outstanding defined contribution pension costs |  | 225,598 | 161,702 | - | -
Other creditors |  | 1,155,968 | 934,322 | - | -
Derivative financial instrument | 17 | 94,456 | 595,658 | - | -
Accrued expenses |  | 1,742,228 | 1,274,092 | 57,174 | 45,240
Corporation tax liability |  | 342 | - | - | -
Deferred income |  | 4,624 | 4,878 | - | -
|  | 6,637,623 | 5,736,463 | 3,244,296 | 2,973,570
Due after one year |  |  |  |  |
Loans and borrowings | 17 | 270,947,431 | 246,061,037 | 22,962,632 | 20,494,937

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 17 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Hire purchase contracts | 242,736 | 212,393 | - | -

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Non-current loans and borrowings
Bank borrowings | 97,624,157 | 91,937,130 | - | -
Hire purchase contracts | 290,779 | 279,197 | - | -
Preferred ordinary shares (including accrued dividends) | 22,962,632 | 20,494,937 | 22,962,632 | 20,494,937
Loan notes | 150,069,863 | 133,349,773 | - | -
| 270,947,431 | 246,061,037 | 22,962,632 | 20,494,937

The bank loans are secured by a debenture over the assets and undertakings of each company in the group.
Borrowings due after one year include:
• £11,000,000 super senior loan and £500,000 balance on a revolving credit facility are both repayable on 30 November 2027. Interest accrues at a margin between 3.00% and 3.75% plus SONIA, with margin being variable based on leverage.
• Senior loans totalling £85,295,000 are repayable on 30 November 2028. Interest accrues at a margin between 6.25% and 7.25% plus SONIA, with margin being variable based on leverage.
As at 31 August 2025, outstanding bank loans (excluding capitalised debt costs of £1,063,635 (2024 - £1,801,474)) totalled £98,687,792 (2024 - £93,738,604).
During the prior year, the group secured an interest rate hedge with a nominal value of £90,000,000 which expires on 28 February 2027. The hedge comprises a cap on SONIA at 5.500%, a sold floor on SONIA at 3.283% and a bought back floor on SONIA at 1.3807%. As at 31 August 2025, the cap was a gain of £4,683 (2024 - £185,722) recognised within debtors, the bought back floor was a gain of £6,030 (2024 - £112,791) recognised within debtors and the sold floor was a loss of £94,456 (2024 - £595,658) recognised within creditors. The net of these is a debit that has been recognised in the profit and loss account of £213,402 (2024 - £297,145).
Loan notes totalling £150,069,863 (2024 - £133,349,773), are unsecured and include accrued interest of £52,216,824 (2024 - £35,496,735), which are repayable on 1 December 2029. Interest accrues on the loan notes at a rate of 12% per annum compounding.
Preferred ordinary shares of £15,759,265 (excluding accrued dividends) are redeemable in the event of a repayment of the loan notes in proportion to the amounts repaid. These shares have no voting rights other than in matters relating to these shares and carry a right to a preferred dividend payable in equal proportion to payments made in respect of accrued loan note interest.

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 18 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £2,396,246 (2024 - £1,871,617).
Contributions totalling £225,598 (2024 - £161,702) were payable to the scheme at the end of the year and are included in creditors.

| 19 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary A of £0.01 each | 1,076,954 | 10,770 | 1,076,954 | 10,770
Ordinary B of £0.01 each | 127,239 | 1,272 | 127,239 | 1,272
Ordinary C of £0.01 each | 110,000 | 1,100 | 110,000 | 1,100
| 1,314,193 | 13,142 | 1,314,193 | 13,142

Each class of ordinary share have varying rights as detailed in the company's Articles of Association.

| 20 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 189,834 | 212,393
Later than one year and not later than five years | 290,779 | 279,197
| 480,613 | 491,590

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 4,798,658 | 4,929,913
Later than one year and not later than five years | 20,333,999 | 20,273,269
Later than five years | 158,978,069 | 163,776,728
| 184,110,726 | 188,979,910

Rubicone Topco Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 21 | Related party transactions

The key management are considered to be the directors. Details of the director's remuneration are disclosed within note 9.
During the year, the company incurred monitoring fees and expenses of £480,000 (2024 - £480,000), payable to August Equity LLP, a connected party of the group's ultimate controlling party. At 31 August 2024 there was £120,000 (2023 - £272,678) owed to August Equity LLP.
The total loan notes balance including accrued interest owed to the company's ultimate controlling party at the year end was £147,848,631 (2024 - £131,376,028). During the year, interest accruing on the loan totalled £16,472,602 (2024 - £14,662,932) and the total accrued interest at 31 August 2025 was £51,420,916 (2024 - £34,948,314).
The total loan notes balance including accrued interest owed to key management personnel including former managers at the year end was £2,221,232 (2024 - £1,973,745). During the year, interest accruing on the loan totalled £247,487 (2024 - £151,922) and the total accrued interest at 31 August 2025 was £795,908 (2024 - £548,421).

| 22 | Analysis of changes in net debt

Group

| At 1 September 2024 £ | Financing cash flows £ | Other non-cash changes £ | At 31 August 2025 £
Cash and cash equivalents |  |  |  |
Cash | 3,342,303 | 4,093,879 | - | 7,436,182
Borrowings |  |  |  |
Short term lease liabilities | (212,393) | 262,607 | (292,950) | (242,736)
Long term bank loans (gross of debt costs) | (93,738,604) | (3,795,000) | (1,154,188) | (98,687,792)
Long term lease liabilities | (279,197) | - | (11,582) | (290,779)
Long term loan notes | (133,349,773) | - | (16,720,090) | (150,069,863)
| (227,579,967) | (3,532,393) | (18,178,810) | (249,291,170)
| (224,237,664) | 561,486 | (18,178,810) | (241,854,988)

Other non-cash changes comprise advances of finance leases, amortisation of debt costs and accrued loan interest.

| 23 | Parent and ultimate parent undertaking

The ultimate controlling parties are AEP OCV LP and August Equity Partners V A LP, partnerships registered in England and Wales, which are considered to have no single controlling party. The registered offices are The Floral, 27b Floral Street, London, England, WC2E 9DP.