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Registration number: 05521347

Orbis Education And Care Limited
Annual Report and Financial Statements
for the Year Ended 31 August 2025

Orbis Education And Care Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 7
Profit and Loss Account | 8
Balance Sheet | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 to 23

Orbis Education And Care Limited

Company Information

Directors | A P Cresswell G G Davies O Fabusyi D R John L H Pottinger L Price

Registered office | Vision Court Caxton Place Pentwyn Cardiff CF23 8HA

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

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

Orbis Education And Care 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 £33,007,370 (2024 - £27,137,104) and an operating profit before exceptional items of £3,036,313 (2024 - loss of £59,826). At 31 August 2025, the company had net liabilities of £2,133,144 (2024 - £773,654). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Given the nature of the business, the group's directors are of the opinion that key performance indicators are important. The group uses a number of indicators to monitor and improve development, performance or the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the group.

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 company can meet its future obligations as they fall due.

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

The company is exposed to the usual credit and cash flow risk associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments are such that they are not subject to price risk or liquidity risk.
The company has sufficient resources available and the directors have prepared forecasts for the next 12 months that this will continue to be the case. The directors therefore have a reasonable expectation that the company 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.

Section 172 (1) statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Company 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 Company is committed to maintaining an excellent reputation and strives to achieve high standards. 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 company 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 Company.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks. The Directors consider the key business risks and uncertainties affecting the company 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.

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

D R John
Director

Orbis Education And Care Limited

Directors' Report for the Year Ended 31 August 2025

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

Directors of the company

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

A P Cresswell (appointed 12 May 2025)

G G Davies

O Fabusyi

D R John

L H Pottinger

L Price

K Fray (resigned 22 October 2024)

J J Vellacott (resigned 1 May 2025)

Principal activity

The principal activity of the company 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 company'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 company'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 company 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 company’s offering of high quality care and education services.

Disclosure of information to the auditors

Each director has taken 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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are 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

Orbis Education And Care 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 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 apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK Accounting Standards has 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.

Orbis Education And Care Limited

Independent Auditor's Report to the Members of Orbis Education And Care Limited

Opinion

We have audited the financial statements of Orbis Education And Care Limited (the 'company') for the year ended 31 August 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 company's affairs as at 31 August 2025 and of its 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 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 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.

Orbis Education And Care Limited

Independent Auditor's Report to the Members of Orbis Education And Care Limited

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.

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, 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 Statement of Directors' Responsibilities set out on page 4, 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.

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.

Orbis Education And Care Limited

Independent Auditor's Report to the Members of Orbis Education And Care 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

Orbis Education And Care Limited

Profit and Loss Account for the Year Ended 31 August 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 33,007,370 | 27,137,104
Cost of sales |  | (19,054,250) | (17,123,824)
Gross profit |  | 13,953,120 | 10,013,280
Administrative expenses |  | (10,916,807) | (10,073,106)
Operating profit/(loss) | 4 | 3,036,313 | (59,826)
Exceptional items | 5 | (1,903,021) | (1,218,628)
Operating profit/(loss) after exceptional items |  | 1,133,292 | (1,278,454)
Other interest receivable and similar income | 6 | 6,773,141 | 3,071,706
Interest payable and similar charges | 7 | (11,077,074) | (5,069,956)
Loss before tax |  | (3,170,641) | (3,276,704)
Taxation | 11 | (213,995) | 740,094
Loss for the financial year |  | (3,384,636) | (2,536,610)

The above results were derived from continuing operations.

Orbis Education And Care Limited

(Registration number: 05521347)
Balance Sheet as at 31 August 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 17,100 | 17,100
Tangible assets | 13 | 48,790,492 | 46,479,625
Investments | 14 | 15,457,270 | 15,457,270
|  | 64,264,862 | 61,953,995
Current assets |  |  |
Stocks | 15 | 27,093 | 23,089
Debtors: Amounts falling due within one year | 16 | 30,815,010 | 31,030,407
Debtors: Amounts falling due after more than one year | 16 | 169,359,048 | 101,099,638
Cash at bank and in hand |  | 6,021,610 | 979,393
|  | 206,222,761 | 133,132,527
Creditors: Amounts falling due within one year | 17 | (6,350,063) | (5,231,917)
Net current assets |  | 199,872,698 | 127,900,610
Total assets less current liabilities |  | 264,137,560 | 189,854,605
Creditors: Amounts falling due after more than one year | 17 | (263,140,750) | (186,628,094)
Provisions for liabilities | 11 | (3,129,954) | (2,452,857)
Net (liabilities)/assets |  | (2,133,144) | 773,654
Capital and reserves |  |  |
Called up share capital | 20 | 1,001 | 1,001
Revaluation reserve |  | 5,952,194 | 5,474,356
Profit and loss account |  | (8,086,339) | (4,701,703)
Total equity |  | (2,133,144) | 773,654

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

D R John
Director

Orbis Education And Care Limited

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

| Share capital £ | Revaluation reserve £ | Profit and loss account £ | Total £
At 1 September 2024 | 1,001 | 5,474,356 | (4,701,703) | 773,654
Loss for the year | - | - | (3,384,636) | (3,384,636)
Deferred tax on revaluation reserve | - | 477,838 | - | 477,838
At 31 August 2025 | 1,001 | 5,952,194 | (8,086,339) | (2,133,144)

| Share capital £ | Revaluation reserve £ | Profit and loss account £ | Total £
At 1 September 2023 | 1,001 | 5,474,356 | (2,165,093) | 3,310,264
Loss for the year | - | - | (2,536,610) | (2,536,610)
At 31 August 2024 | 1,001 | 5,474,356 | (4,701,703) | 773,654

Orbis Education And Care Limited

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

| 1 | General information

The company is a incorporated in England and Wales.

The address of its registered office is:
Vision Court
Caxton Place
Pentwyn
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 were prepared in accordance with Financial Reporting Standard 102 '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.

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

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 the company's registered office.

Group accounts not prepared

The company has taken exemption from preparing group accounts as it is included in consolidated accounts for a larger group which are drawn up as full consolidated audited accounts which are filed at 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. 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.

Orbis Education And Care Limited

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

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 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 or valuation of assets 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
Computer equipment | 100% straight line
Motor vehicles | 25% straight line

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
Software licences | 20% straight line

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.

Orbis Education And Care Limited

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

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.

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 company 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 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.

Orbis Education And Care 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 for the year has been derived from its principal activity wholly undertaken in the United Kingdom.

Orbis Education And Care Limited

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

| 4 | Operating profit

Arrived at after charging/(crediting):

| 2025 £ | 2024 £
Depreciation expense | 1,339,881 | 1,131,352
Operating lease expense - property | 344,036 | 289,490
Operating lease expense - plant and machinery | 42,708 | 43,221
Profit on disposal of fixed assets | - | (48,624)

| 5 | Exceptional items

| 2025 £ | 2024 £
Exceptional expenses | 1,903,021 | 1,218,628

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

| 6 | Other interest receivable and similar income

| 2025 £ | 2024 £
Group interest receivable | 6,656,760 | 3,071,706
Interest income on bank deposits | 116,381 | -
| 6,773,141 | 3,071,706

| 7 | Interest payable and similar charges

| 2025 £ | 2024 £
Group interest payable | 11,039,191 | 5,042,812
Interest on obligations under finance leases and hire purchase contracts | 37,883 | 27,144
| 11,077,074 | 5,069,956

Orbis Education And Care 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 | 18,831,611 | 16,527,447
Social security costs | 1,969,761 | 1,537,035
Pension costs, defined contribution scheme | 383,878 | 348,769
| 21,185,250 | 18,413,251

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

| 2025 No. | 2024 No.
Administration staff | 77 | 91
Education and care staff | 620 | 584
| 697 | 675

| 9 | Director's remuneration

The director's remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 837,177 | 1,231,057
Contributions paid to money purchase schemes | 19,215 | 11,667
Compensation for loss of office | 420,209 | -
Benefits in kind | 7,606 | 2,369
| 1,284,207 | 1,245,093

Contributions for loss of office have been included in exceptional items within the Profit and Loss account.

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 | 9 | 9

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

Orbis Education And Care Limited

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

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 13,200 | 15,000
Other fees to auditors |  |
All other non-audit services | 1,650 | 1,860

| 11 | Taxation

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

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax adjustment to prior periods | - | (204)
Group relief receivable | (940,940) | -
| (940,940) | (204)
Deferred taxation |  |
Arising from origination and reversal of timing differences | 1,154,935 | (739,890)
Tax expense/(receipt) in the income statement | 213,995 | (740,094)

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

| 2025 £ | 2024 £
Loss before tax | (3,170,641) | (3,276,704)
Corporation tax at standard rate | (792,660) | (819,176)
Effect of expense not deductible in determining taxable profit (tax loss) | 5,135 | 3,322
Deferred tax expense from unrecognised tax loss or credit | - | 8,191
Deferred tax expense from unrecognised temporary difference from a prior period | 982,085 | 210,810
Decrease in UK and foreign current tax from adjustment for prior periods | - | (204)
Tax increase/(decrease) from effect of capital allowances and depreciation | 22,985 | (143,037)
Tax increase (decrease) from effect of revenues exempt from taxation | (3,550) | -
Total tax charge/(credit) | 213,995 | (740,094)

Orbis Education And Care Limited

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

Deferred tax

Deferred tax assets and liabilities

2025 | Liability £
Difference between taxation allowances and depreciation on fixed assets | 1,784,180
Deferred tax on revaluation of property | 1,346,947
Short term timing differences | (1,173)
| 3,129,954

2024 | Liability £
Difference between taxation allowances and depreciation on fixed assets | 1,852,066
Deferred tax on revaluation of property | 1,824,785
Losses carried forward | (1,211,004)
Short term timing differences | (12,990)
| 2,452,857

| 12 | Intangible assets

| Software licences £
Cost and carrying amount
At 1 September 2024 and at 31 August 2025 | 17,100

Orbis Education And Care Limited

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

| 13 | Tangible assets

| Freehold land and buildings £ | Freehold property improvements £ | Furniture, fittings and equipment £ | Computer equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 September 2024 | 41,896,261 | 1,024,364 | 7,074,212 | 1,991,876 | 1,251,400 | 53,238,113
Additions | 2,690,506 | 101,228 | 437,510 | 119,194 | 390,608 | 3,739,046
Disposals | - | - | - | (88,298) | (31,720) | (120,018)
At 31 August 2025 | 44,586,767 | 1,125,592 | 7,511,722 | 2,022,772 | 1,610,288 | 56,857,141
Depreciation
At 1 September 2024 | - | 796,436 | 3,627,610 | 1,405,605 | 928,837 | 6,758,488
Charge for the year | - | 91,938 | 817,332 | 245,064 | 185,547 | 1,339,881
Eliminated on disposal | - | - | - | - | (31,720) | (31,720)
At 31 August 2025 | - | 888,374 | 4,444,942 | 1,650,669 | 1,082,664 | 8,066,649
Carrying amount
At 31 August 2025 | 44,586,767 | 237,218 | 3,066,780 | 372,103 | 527,624 | 48,790,492
At 31 August 2024 | 41,896,261 | 227,928 | 3,446,602 | 586,271 | 322,563 | 46,479,625

Freehold property is not depreciated. The company has a regular policy of maintenance and repair on its freehold properties. The directors annually review the carrying value of the freehold properties. The director considers this 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.

In accordance with FRS 102, the company has adopted a policy of revaluing freehold property. The company’s specialist schools within freehold land and buildings were externally valued by Hicks Day Jones Westlake in April 2015. The valuation of the schools was prepared on the basis of a fully operational entity, including trading potential.
Hire purchase agreements
Included within the net book value of £49,621,146 (2024 - £46,479,625) is £529,247 (2024 - £500,896) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the period in respect of such assets amounted to £231,657 (2024 - £182,299).

Orbis Education And Care Limited

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

| 14 | Investments in subsidiaries

| 2025 £ | 2024 £
Investments in subsidiaries | 15,457,270 | 15,457,270

Subsidiaries | £
Cost and carrying amount
At 1 September 2024 and at 31 August 2025 | 15,457,270

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
Pembrokeshire Resource Centre Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
POLD Holdings Limited | England and Wales | Ordinary | 100% | 100%
Gower Lodge (Swansea) Ltd |  | Ordinary | 100% | 100%
| England and Wales |  |  |

Subsidiary undertakings
Pembrokeshire Resource Centre Limited The principal activity of Pembrokeshire Resource Centre Limited is specialist care services.
POLD Holdings Limited The principal activity of POLD Holdings Limited is as a holding company of Priority Childcare Limited, its wholly owned subsidiary.
Gower Lodge (Swansea) Ltd The principal activity of Gower Lodge (Swansea) Ltd is specialist care services.

| 15 | Stocks

| 2025 £ | 2024 £
Stocks | 27,093 | 23,089

Orbis Education And Care Limited

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

| 16 | Debtors

| 2025 £ | 2024 £
Trade debtors | 1,664,277 | 1,705,242
Other debtors | 9,359 | 51,468
Prepayments and accrued income | 816,316 | 950,239
Amounts owed by group undertakings | 197,684,106 | 129,423,096
| 200,174,058 | 132,130,045
Less non-current portion | (169,359,048) | (101,099,638)
Total current trade and other debtors | 30,815,010 | 31,030,407

Details of non-current trade and other debtors

£169,359,048 (2024 - £101,099,638) of amounts owed by group undertakings is classified as non current.

| 17 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 18 | 242,736 | 192,306
Trade creditors |  | 1,093,113 | 1,011,446
Amounts owed to group undertakings | 23 | 2,540,395 | 2,540,395
Social security and other taxes |  | 1,158,057 | 428,852
Outstanding defined contribution pension costs |  | 162,847 | 110,954
Other creditors |  | 457,815 | 255,043
Accrued expenses |  | 695,100 | 692,921
|  | 6,350,063 | 5,231,917
Due after one year |  |  |
Loans and borrowings | 18 | 290,779 | 279,197
Amounts owed to group undertakings |  | 262,849,971 | 186,348,897
|  | 263,140,750 | 186,628,094

| 18 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Hire purchase contracts | 242,736 | 192,306

Non-current loans and borrowings

| 2025 £ | 2024 £
Hire purchase contracts | 290,779 | 279,197

Finance lease liabilities are secured on the assets to which they relate.

Orbis Education And Care Limited

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

| 19 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £383,878 (2024 - £348,769).
Contributions totalling £162,847 (2024 - £110,954) were payable to the scheme at the end of the year and are included in creditors.

| 20 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £0.01 each | 100 | 1 | 100 | 1
Ordinary B shares of £1 each | 1,000 | 1,000 | 1,000 | 1,000
| 1,100 | 1,001 | 1,100 | 1,001

Rights, preferences and restrictions

The Ordinary and Ordinary B shares rank pari passu in all respects, other than as detailed in the company's Articles of Association.

| 21 | Obligations under leases and hire purchase contracts

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 242,737 | 192,306
Later than one year and not later than five years | 238,888 | 279,197
| 481,625 | 471,503

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 123,824 | 178,604
Later than one year and not later than five years | 163,365 | 284,648
Later than five years | - | 715
| 287,189 | 463,967

The amount of non-cancellable operating lease payments recognised as an expense during the year are disclosed in note 4.

| 22 | Contingent liabilities

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).

Orbis Education And Care Limited

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

| 23 | Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

| 24 | Parent and ultimate parent undertaking

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

The parent of the largest and smallest group in which these financial statements are consolidated is Rubicone Topco Limited, incorporated in England and Wales.

The address of Rubicone Topco Limited is:
Vision Court, Caxton Place, Pentwyn, Cardiff CF23 8HA.