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Registration number: 05233809

Prepared for the registrar
Gower Lodge (Swansea) Ltd
Annual Report and Financial Statements
for the Year Ended 31 August 2025

Gower Lodge (Swansea) Ltd

Contents

Company Information | 1
Balance Sheet | 2
Notes to the Financial Statements | 3 to 8

Gower Lodge (Swansea) Ltd

Company Information

Directors | A P Cresswell G G Davies O Fabusuyi D R John L Price

Registered office | Orbis Education And Care Vision Court Caxton Place Cardiff CF23 8HA

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

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

Gower Lodge (Swansea) Ltd

(Registration number: 05233809)
Balance Sheet as at 31 August 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 4 | 1,486,337 | 1,484,273
Current assets |  |  |
Stocks |  | 770 | 770
Debtors: Amounts falling due within one year | 5 | 581,668 | 186,381
Debtors: Amounts falling due after more than one year | 5 | 303,156 | 191,279
Cash at bank and in hand |  | 75,077 | 154,827
|  | 960,671 | 533,257
Creditors: Amounts falling due within one year | 6 | (89,493) | (137,310)
Net current assets |  | 871,178 | 395,947
Total assets less current liabilities |  | 2,357,515 | 1,880,220
Creditors: Amounts falling due after more than one year | 6 | (235,222) | (66,670)
Deferred tax liabilities |  | (46,944) | (44,495)
Net assets |  | 2,075,349 | 1,769,055
Capital and reserves |  |  |
Called up share capital |  | 102 | 102
Profit and loss account |  | 2,075,247 | 1,768,953
Total equity |  | 2,075,349 | 1,769,055

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

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

D R John
Director

Gower Lodge (Swansea) Ltd

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:
Orbis Education And Care
Vision Court
Caxton Place
Cardiff
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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK 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.

Name of parent of group

These financial statements are consolidated in the financial statements of Rubicone Topco Limited.

The financial statements of Rubicone Topco Limited may be obtained from Companies House.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

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 provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The company 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 company'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.

Gower Lodge (Swansea) Ltd

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

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 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 company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred 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 balance sheet 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, over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold land and buildings | Nil
Fixtures and fittings | 15% to 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.

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 company 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 company 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.

Gower Lodge (Swansea) Ltd

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

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.

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 company 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.

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.

Gower Lodge (Swansea) Ltd

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

Financial instruments (continued)
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 | Staff numbers

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

| 2025 No. | 2024 No.
Average number of employees | 38 | 35

Gower Lodge (Swansea) Ltd

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

| 4 | Tangible assets

| Freehold land and buildings £ | Fixtures and fittings £ | Total £
Cost
At 1 September 2024 | 1,318,849 | 383,681 | 1,702,530
Additions | - | 53,111 | 53,111
At 31 August 2025 | 1,318,849 | 436,792 | 1,755,641
Depreciation
At 1 September 2024 | - | 218,257 | 218,257
Charge for the year | - | 51,047 | 51,047
At 31 August 2025 | - | 269,304 | 269,304
Carrying amount
At 31 August 2025 | 1,318,849 | 167,488 | 1,486,337
At 31 August 2024 | 1,318,849 | 165,424 | 1,484,273

| 5 | Debtors

| 2025 £ | 2024 £
Trade debtors | 569,087 | 179,412
Other debtors | 10,008 | 4,818
Prepayments | 2,573 | 2,151
Amounts owed by group undertakings | 303,156 | 191,279
| 884,824 | 377,660
Less non-current portion | (303,156) | (191,279)
Total current trade and other debtors | 581,668 | 186,381

Details of non-current trade and other debtors

£303,156 (2024 - £191,279) of amounts owed by group undertakings is classified as non-current.

| 6 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 35,302 | (1,975)
Other creditors | 12,421 | 83,341
Accrued expenses | 41,770 | 55,944
| 89,493 | 137,310
Due after one year |  |
Amounts owed to group undertakings | 235,222 | 66,670

Gower Lodge (Swansea) Ltd

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

| 7 | Financial commitments and contingent liabilities

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £1,243 (2024 - £6,216).

The company is bound by an intra-group cross guarantee in respect of bank debt with other members of the group, headed by its ultimate parent undertaking, Rubicone Topco Limited. The amount guaranteed is £98,687,792 (2024 - £93,738,604).

| 8 | Parent and ultimate parent undertaking

The company's immediate parent company is Orbis Education And Care Limited, incorporated in England and Wales. The ultimate parent company is Rubicone Topco Limited, incorporated in England and Wales.

| 9 | Disclosure under Section 444(5B) CA 2006 relating to the independent auditor's report

As permitted by Section 444 CA 2006, these accounts do not contain a copy of the company’s Profit and Loss account or a copy of the Directors’ Report. Accordingly, the Independent Auditors’ Report has also been omitted.
The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 27 February 2026 was Simon Worsley, who signed for and on behalf of Hazlewoods LLP.