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

The results for the period which are set out in the statement of comprehensive income show turnover of £14,418,461 and an operating profit of £201,110 (after charging amortisation of goodwill of £1,009,031). At 31 August 2025 the group had total assets less current liabilities of £14,969,295. The directors consider the performance for the year and the financial position at the year-end to be satisfactory.

The main risk to the group which the company belongs are the ongoing austerity measures across local government and schools. However due to the highly specialised service provided, reputation of the group and use of technology, the directors are confident that the risks are minimal. The day-to-day involvement of the directors in the management of the group means that materialised risks can be addressed in a prompt and effective manner. The group has seen another successful year of growth in 2025.

Given that nature of the business, the group’s directors are of the opinion that key performance indicators are important. The group uses a number of metrics to monitor and improve performance of the business including the number of young people supported and number of safeguarding concerns. These indicators are reviewed regularly by the directors and altered as necessary to meet changes both in 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.

The group is committed to expanding its impact on supporting vulnerable young people across the UK. After the acquisition of Asend Limited in October 2024, the Targeted Provision group grew further with the acquisition of SENse Learning Limited in June 2025. The range of services now offered enables the group to meet the needs of the most complex young people

Building on our successful model of trauma-informed alternative provision, we plan to enhance our services and reach by developing new partnerships and innovative approaches. Our investment in and commitment to leveraging leading technology means the group is well positioned to continue to grow and respond to the changing needs of young people and local authorities. Our focus remains steadfast on improving outcomes for the young people we support, staying true to our mission of transforming lives through dedicated and compassionate support.

On behalf of the board

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

Longbow Topco Limited is a holding company whose subsidiaries are Longbow Midco Limited, Longbow Bidco Limited, Targeted Provision Ltd, Asend Limited and SENse Learning Limited.

The principal activity of the company is that of a holding company.

The principal activity of the group is the provision of alternative provision for education and other adjacent services to schools and local authorities.

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Information relating to events since the end of the year is given in the notes to the financial statements.

The directors are responsible for preparing the Annual 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 then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Longbow Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £513,756 (2024 - £356,249 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Longbow Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 58 Buckingham Gate, London, SW1E 6AJ.

The group consists of Longbow Topco Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

For the financial year ended 31 August 2025 all subsidiary entities were entitled to exemption from audit under section 479A of the Companies Act 2006. As such, Longbow Midco Limited (Company number 14504511), Longbow Bidco Limited (Company number 14504629),Targeted Provision Ltd (Company number 11153826), SENse Learning Limited (Company number 11789825) and Asend Limited (Company number 07574863) have not been subject to audit requirements.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Longbow Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by assessing the time of lessons that have been delivered against the underlying contractual commitments.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 August and thus recognised within fixed asset investments.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Where shares are deemed to be debt instruments in line with the commercial substance of the arrangements in place, amounts are recognised as liabilities. The A Preference and B Preference shares have no voting rights, are entitled to a fixed cumulative dividend at a rate of 12% per annum and have a fixed redemption date of 7 December 2027. Accordingly, A Preferences shares and B Preference shares have been recognised within liabilities.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Non-trading items

Non-trading items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the group.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. It is amended when necessary to reflect current estimate based on future expected income.

The directors have made key assumptions regarding the useful life of goodwill on consolidation and have determined that it has a useful life of 10 years, as in the directors' opinion, the useful life of the acquired subsidiaries can be demonstrated as having a 10 year useful life. The 10 year period is considered appropriate to match the anticipated future profitability and from continued future growth within the trade of the group.

Non-trading items of £819,069 are in relation to amounts incurred in relation to a post year-end change in the ultimate controlling parent company.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 4).

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

A rate of 25% has been used in considering the effects of deferred taxation, in line with the main rate of UK Corporation Tax effective from 1 April 2023.

Amounts recognised as intangible assets as at 31 August 2025 of £13,072,045 (2024: £6,502,901) were secured via a fixed and floating charge in favour of the ultimate controlling party. Following the settlement of the associated borrowings per note 27 all associated security requirements have been satisfied in full.

Intangible fixed assets with a carrying value of £N/A (2024: £86,078) were previously secured via a fixed and floating charge in favour of the group bankers in relation to a previously held undrawn invoice finance facility.

Amounts recognised as tangible assets as at 31 August 2025 of £51,588 (2024: £65,439) were secured via a fixed and floating charge in favour of the ultimate controlling party. Following the settlement of the associated borrowings per note 27 all associated security requirements have been satisfied in full.

Tangible fixed assets with a carrying value of £N/A (2024: £65,439) were previously secured via a fixed and floating charge in favour of the group bankers in relation to a previously held undrawn invoice finance facility.

All fixed asset investments were secured via a fixed and floating charge in favour of the ultimate controlling party as at 31 August 2025 and 31 August 2024 in relation to amounts owed by group entities. Following the settlement of the associated borrowings per note 27 all associated security requirements have been satisfied in full.

Amounts owed by group undertakings are unsecured and inclusive of interest charged at 12% per annum. All amounts are due by 7 December 2027.

Details of the company's subsidiaries at 31 August 2025 are as follows:

Longbow Bidco Limited acquired 100% of the ordinary share capital of Asend Limited on 15 October 2024.

Longbow Bidco Limited acquired 100% of the ordinary share capital of SENse Learning Limited on 17 June 2025.

Group

Amounts recognised as debtors as at 31 August 2025 of £1,639,843 (2024: £1,399,295) were secured via a fixed and floating charge in favour of the ultimate controlling party. Following the settlement of the associated borrowings per note 27 all associated security requirements have been satisfied in full.

Included within trade debtors are balances of £N/A (2024: £1,160,000) that were previously subject to an invoice finance agreement. As part of this facility, all debtor balances of £N/A (2024: £1,360,645) were previously secured via a fixed and floating charge in favour of the group bankers.

Company

All debtors are secured via a fixed and floating charge in favour of the ultimate controlling party.

Amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

Group and company

As at 31 August 2025, unpaid dividends on Preference shares of £1,105,828 (2024: £663,029) are accruing at 12% and recognised within accruals due within one year.

Group

Other loans includes amounts inclusive of interest in relation to A loan notes of £12,920,500 (2024: £5,242,423) that are secured via fixed and floating charges over certain assets of the group and bear a fixed interest rate of 12% per annum and are repayable in full on 7 December 2027, along with all interest that is due. During the prior period, these borrowings were listed on The International Stock Exchange, with all subsequent A loan notes issued during the current year also listed on The International Stock Exchange. All amounts have been de-listed and repaid in full since the Balance Sheet date.

Other loans includes amounts inclusive of interest in relation to B loan notes of £2,150,975 (2024: £1,920,513) that are unsecured and bear a fixed interest rate of 12% per annum and are repayable in full on 7 December 2027, along with all interest that is due. All amounts were repaid in full on 5 December 2025.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset set out above is not expected to reverse within 12 months and relates to interest deductions expected to be available in future periods on a paid basis, with all amounts paid on 5 December 2025.

Called up share capital represents the nominal value of shares that have been issued.

Each A Ordinary share and B1 Ordinary share entitles its holder to one vote. All B2 Ordinary shares, C Ordinary shares and A and B Preference shares are non-voting.

All Preference shares carry rights to an annual 12% cumulative dividend. Dividends are receivable by A, B1, B2 and C Ordinary shares, which will be treated as one class, after payment of the Preference share dividend.

On any return of capital, monies will be paid first to A Preference shareholders including any accrued dividend and all amounts in relation to principle of all A Loan Notes and associated unpaid interest. Amounts will then be paid to B Preference shareholders including any accrued dividend, along with the principal of all B Loan Notes and asociated unpaid interest and then to A, B1, B2 and C Ordinary shareholders, which will be treated as one class.

All Preference shares are due to be redeemed for cash on 7 December 2027.

During the year 1,000 C Ordinary shares of £0.01 each were issued for total proceeds of £1,000.

The share premium account represents the amount subscribed for share capital in excess of nominal value.

Retained earnings includes all current period retained profits and losses and dividends paid.

On 15 October 2024 the group acquired the entire issued share capital of Asend Limited via an acquisition made by Longbow Bidco Limited.

On 17 June 2025 the group acquired the entire issued share capital of SENse Learning Limited via an acquisition made by Longbow Bidco Limited.

As at 31 August 2025, the company had total commitments, guarantees and contingent liabilities of £12,920,500 (2024: £5,242,423) in respect of amounts owed by group companies.

Following the audit exemption taken for all subsidiary undertakings under section 479A of the Companies Act 2006, the company has guaranteed all debts owed by each of Longbow Midco Limited (Company number 14504511), Longbow Bidco Limited (Company number 14504629), Targeted Provision Ltd (Company number 11153826), Asend Limited (Company number 07574863) and SENse Learning Limited (Company number 11789825) as at 31 August 2025.

Following the audit exemption taken for all subsidiary undertakings under section 479A of the Companies Act 2006 in the prior year, the company has guaranteed all debts owed by each of Longbow Midco Limited (Company number 14504511), Longbow Bidco Limited (Company number 14504629) and Targeted Provision Ltd (Company number 11153826) as at 31 August 2024.

As at 31 August 2025, the group had total commitments, guarantees and contingencies excluding operating lease commitments of £Nil (2024: £Nil).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 5 December 2025, the company was acquired in full by Targeted Provision Group Ltd. As part of this transaction, other loans held by a subsidiary company of £15,071,475 as at 31 August 2025 were repaid in full.

Following the acquisition of the company on 5 December 2025, the company became bound by an intra-group cross guarantee in respect of bank debt with other members of the group, headed by its new parent undertaking, Burlington Education Partners Holdings Limited. The amount guaranteed as at the date of approval of the financial statements is £240,600,000.

During the year the group entered into the following transactions with related parties:

In addition to the above noted amounts, Preference share dividends classified as finance costs have been recognised for the period in relation to entities with control over the company and group of £324,077 (2024: £290,062) and directors of £109,451 (2024: £97,963). All such amounts are recognised within accruals due within one year.

The following amounts were outstanding at the reporting end date:

The amounts owed above are included within other loans due in more than one year and are inclusive of interest charged to date.

In addition to the above, amounts are owed in relation to Preference share capital to entities with control over the company and group of £2,215,384 (2024: £2,215,384 ) and to the directors of £748,203 (2024: £748,203). Amounts are also recognised within accruals in relation to Preference share dividends owing to entities with control over the company and group of £809,336 (2024: £485,259) and to directors of £273,338 (2024: £163,887).

An amount of £15,840 (2024: £9,477) is due to entities with control over the company and group and is recognised within trade creditors.

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

The folowing advances and credits to directors subsisted during the year ended 31 August 2025.

Agathos II GP LLP was the company's ultimate controlling party as at 31 August 2025, a limited liability partnership whose registered office is 5 Albany Court Yard, London, England, W1J 0HF.

Following an acquisition of Longbow Topco Limited on 5 December 2025 by Targeted Provision Group Ltd, the ultimate parent undertaking is Burlington Education Partners Holdings Limited, incorporated in Guernsey. Burlington Education Partners Holdings Limited is considered to have no single controlling party.