The directors present the strategic report for the period ended 31 August 2025.
Incorporation and activities
Cresco Topco Ltd (“the Company”) was incorporated in October 2024 to establish an investment group for the purpose of making acquisitions in the human capital sector. Also in October 2024, the company formed two subsidiaries, Cresco Midco Ltd (“Midco”) and Cresco Bidco Ltd (“Bidco”), incorporated to raise debt to finance the acquisition of Operam Education Group Limited (“Operam”). The acquisition completed in November 2024, and accordingly the financial statements consolidate the results of Midco, Bidco and Operam (together “the Group”) from November 2024.
The principal activity of the Group is the provision of recruitment services to the education sector.
The results for the financial period and financial position at the end of the period are shown in this first set of financial statements for the Group.
For the period since the acquisition of Operam, the Group delivered turnover of £29.4m, gross profit of £8.4m, and operating profit before depreciation of tangible fixed assets and amortisation of goodwill (“EBITDA”) of £1.9m, converting £1.7m to cash by the period end. EBITDA is considered to be the primary financial key performance indicator. After depreciation and amortisation, the Group delivered an operating loss of £0.6m.
The directors are satisfied with the performance of the business.
The directors continue to monitor UK government education policy and funding commitments, including the recently published SEND White Paper, and views the landscape for education recruitment in England and Wales and demand for the Group’s services favourably.
Following the year end, the Group completed the acquisition of Choice Teachers Limited, Choice Teachers (South) Limited, and Bespoke Education Limited, deepening the Group’s presence in the education sector; the directors continue to seek further investment opportunities.
The management of the business is subject to a number of risks which are reviewed by the directors on an ongoing basis, with appropriate and proportionate measures in place to monitor and mitigate them. The key business risks for the Company and Group are considered to be as follows:
Liquidity risk
The Group seeks to manage risk by ending that sufficient liquidity is available to meet its financial needs for the foreseeable future. The Group has a well-established relationship with its bankers and financial sponsors, Three Hills Capital Partners and BGF.
Interest rate risk
The Group’s senior financial instruments includes interest which varies according to SONIA. The Group’s Loan Note instruments bear interest at a fixed rate. The Group considers the level of interest rate risk inherent in its capital structure and, should it be considered appropriate to do so, may enter into a suitable derivative instrument in order to manage its risk. No derivatives were entered into during the financial period.
Inflation risk
Like any business, the Group is subject to a degree of inflation risk, primarily wage inflation. The wage cost of candidates supplied to customers is passed on in full, therefore there is no wage inflation risk relating to the generation of gross profit. Wage inflation pressures relating to consultants and other employed staff are actively monitored and managed – the Group utilises a balance of fixed salary and performance-based bonus and commission arrangements to link cost to gross profit performance.
Credit risk
The vast majority of the Group’s customers are education settings funded by the government or Local Authorities; accordingly the Group’s credit risk is considered to be low.
Reputational and compliance risk
The Group operates in a specialist and competitive recruitment market, where its reputation and relationships with local schools and Multi-Academy Trusts are crucial. The Group operates under strict guidelines, established by the Department for Education, with regard to vetting, safeguarding, and other compliance checks required to be undertaken prior to supplying candidates to customers. The Group takes its responsibilities in this regard very seriously, continually monitoring regulatory developments, and seeking feedback from customers.
The Group has a mature infrastructure and data-rich operating environment which enables the directors to monitor the performance of the business at a granular level. Whilst EBITDA is considered to be the principal key performance indicator, other measured, both financial and non-financial, are monitored on a daily, weekly, and monthly basis, including:
Days supplied (the number of days that candidates are placed in bookings) – the directors have visibility of days supplied, both long term and short term, on an ongoing basis. Since the acquisition of Operam Education Group Ltd, the Group delivered 164,765 (207,991 total for FY25) days of teacher supply.
Weekly gross profit and days data – the directors review gross profit and days supplied on a weekly basis following payroll, with results compared to budget, prior periods, and forecasts. Gross profit performance of 28% is stable and in line with the board's expectations.
Monthly financial performance - the directors take an active part in reviewing the Group’s monthly financial information with further key performance indicators including the conversion of gross profit to EBITDA, consultant productivity, the conversion of EBITDA to operating cash, and the number of days sales outstanding.
The Group's conversion of gross profit to EBITA of 23%, conversion of operating profit to cash of 123% and an average of 33 days sales outstanding are in line with the board's expectations, noting that the conversion of operating profit to cash is high due to the period of account not including a full annual working capital cycle.
Non-financial key performance indicators include consultant attrition and hiring pipeline.
Under Section 172 of the Companies Act, the directors have a duty to promote the success of the company for the benefit of its members as a whole, and in so doing, should have regard to matters that relate to wider stakeholder interests.
The directors have identified a stakeholder group that extends beyond the Company’s members and includes the key stakeholders as shown in the table below:
Stakeholder Group | Principal methods of engagement |
Candidates | Alongside employed permanent staff, the Group’s educators are fundamentally important and a key stakeholder group. The business operates with stringent vetting and safeguarding frameworks. Candidates are offered a wide range of online and face-to-face CPD training opportunities. The Group also offers specific training for those candidates with transferable skills who are looking to work in the education sector. |
Shareholders
| The board holds formal meetings on a monthly basis to review business performance, determine key strategies, agree financing strategies and review key risks to the business. The board of directors includes the majority shareholders, key management shareholders and independent non-executive directors. |
Employees
| As a recruitment business, the Group’s employees lie at the heart of the Group’s success. The executive directors are visible in the business, communicating with employees on an ongoing basis. The Group also communicates with its employees more widely through digital information channels visible to all employees in all locations. The Group encourages employee development through the provision of ongoing learning and development; this includes coaching on matters including colleague mental health, neuro-diversity, menopause, equality and inclusion. |
Suppliers
| The Group understands that there is often cash flow pressure in supply chains. The Group maintains an ongoing positive dialogue with its suppliers to ensure that the services being provided are satisfactory, and that agreed payment terms are adhered to. |
Lenders | The Group maintains a regular dialogue with its lenders, providing detailed monthly management information, and updates on all aspects of the performance of the business. |
HM Revenue & Customs
| The Group recognises the importance that employment businesses play in ensuring compliance with tax legislation through its position in the employment supply-chain. The Group liaises regularly with customers, suppliers, and candidates, to ensure that its tax responsibilities are appropriately discharged. |
School clients | The Group is passionate about education. The directors are proud of the role the business plays in helping to deliver the best possible outcomes for schools and pupils of all ages, across a variety of educational needs. The Group’s principal financial sponsor is a Social Impact Fund, which requires measurement of impact and student outcomes. The business engages with its clients to gather independent feedback on impact and outcomes including the level of improved academic performance, improved levels of classroom attendance, behaviour and engagement. |
Communities
| The Group encourages engagement with its wider communities by allowing all employees three days of paid volunteering time each year to support schools and community projects. All employees are encouraged to devote time to making a positive impact beyond recruitment. |
The environment | The Group engages with its principal financial sponsor on matters relating to the impact of the business on the wider environment. Whilst the Group does report on Scope 1 and Scope 2 emissions through the production of its Streamlined Energy and Carbon Report on page 5, the Group has also commenced gathering data to report upon and measure its Scope 3 emissions to ensure that all reasonable steps are taken to reduce its carbon footprint. |
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 August 2025.
The results for the period are set out on page 12.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
On 17 April 2026 Operam Education Group Limited unconditionally exchanged contracts to acquire 100% of the share capital of Choice Teachers Limited, Choice Teachers (South) Limited, and Bespoke Education Limited.
Saffery LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
As a large unquoted group, Cresco Topco Limited falls within the scope of the SECR. The following information has been prepared based on all information available to the directors regarding the group's energy consumption during the current financial period. Due to the group occupying several leased properties, some multi-occupancy, and some serviced offices; certain estimates have therefore been made regarding energy consumption at office locations where the group does not have control of consumption or complete visibility of the underlying data, using square footage of occupied space and representative energy consumption levels from the group's leasehold premises. Transport (EV) has been estimated based on business mileage and converted into electricity consumption using average EV efficiency assumptions.
The group's energy consumption across the three reportable operational segments is as follows:
Activity Consumption
2025 (‘000 kWh)
Electricity purchase and consumption 100
Gas purchase and consumption 4
Transport (EV) 24
Total 124
Total greenhouse gas emissions from the above activities are estimated to be 25 tonnes of CO2e.
The intensity ratio used was CO2e per employee for the financial period under review, the measure was 0.23 tonnes of CO2e per employee.
To produce the above data, the group obtained the necessary information on energy consumption from the group's utility bills and calculated the kWh consumption data and greenhouse gas emissions based on standard conversion formulae.
The board takes its responsibilities regarding energy consumption and carbon emissions very seriously, and would highlight the following points in relation to energy efficiency action undertaken or planned:
The group has exited several properties to right-size the estate, also reducing associated carbon emissions
The group has exited older leasehold properties in favour of new, modern working environments with more energy efficient buildings including climate control and motion sensitive lighting
The group consistently tries to reduce its carbon emissions from transport, both fuel purchased for business journeys by car (included in the consumption figures above) and travel by rail and air (excluded from the figures above), by reducing the amount of inter office travel.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors consider that the Strategic Report provides a fair review of the development and performance of the business and, in accordance with applicable legislation, includes information on financial risk management, expected future developments, and engagement with key stakeholders. Accordingly, this information is not repeated in this report.
We have audited the financial statements of Cresco Topco Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group 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).
Basis for 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
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 period 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.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.
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.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the 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 £34,750.
Cresco Topco Ltd (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Fabric Building, 30 Queen St, Manchester, M2 5HX.
The group consists of Cresco Topco Ltd and all of its subsidiaries.
The financial statements are presented for an 11-month reporting period, beginning on the date of incorporation, 3 October 2024, of Cresco Topco Ltd and ending on 31 August 2025. This year-end has been chosen to align the company's financial reporting with the rest of the group.
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 £'000.
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.
The consolidated group financial statements consist of the financial statements of the parent company Cresco Topco Ltd together with all entities controlled by the parent company (its subsidiaries).
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 and parent company have 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 temporary placements is recognised at the point in time that temporary workers are provided and continues to be recognised over the duration of the placement.
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 income statement.
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.
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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position 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, 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 assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
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 income statement 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 income statement, 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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The Group holds goodwill and intangible assets arising from acquisitions. Management reviews the goodwill and intangible assets for the useful economic life of each asset. Significant judgments are made by management in estimating the recoverable amount of the cash-generating unit to which goodwill is allocated, which includes assumptions about future cash flows, growth rates and discount rates.
Business combinations Judgement is required in determining the fair value of assets and liabilities acquired, including separately identifiable intangibles.
The whole of the turnover is attributable to the principal activity of the Group wholly undertaken in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The above information relates to employees of the company engaged in performing recruitment and administrative roles, the costs of which are included in administrative expenditure. It does not include temporary workers who are paid through the group's payroll and PAYE reference and supplied to customers in the ordinary course of business, the costs of which are included in cost of sales. An average of 748 such temporary workers were engaged by the group in the current financial period. The gross wages and salaries relating to such temporary workers totalled £11,765,000 and the cost of post-retirement benefits, also accounted for through cost of sales, £35,000.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
The Company holds an investment in its wholly owned subsidiary, Cresco Midco Ltd Limited. The investment is measured at cost of £0.01. Due to rounding, the investment is not shown as a separate line item on the balance sheet.
Details of the company's subsidiaries at 31 August 2025 are as follows:
The registered office address for the Group's subsidiary companies apart from Cresco Midco Ltd and Cresco Bidco Ltd is: 3 Morston Claycliffe Office Park, Whaley Road, Barnsley, South Yorkshire, S75 1HQ.
The registered office address for Cresco Midco Ltd and Cresco Bidco Ltd is: Fabric Building, 30 Queen St, Manchester, United Kingdom, M2 5HX.
Cresco Topco Ltd, the ultimate parent company, has provided a guarantee under Section 479A of the Companies Act 2006 in respect of each of the above subsidiaries with the exception of Operam Education Group Limited, Cresco Bidco Ltd and Cresco Midco Ltd.
Loan notes
During the period the Group issued Loan Notes under a Notes Purchase Agreement for a principal sum of £15,006,549, incurring issue costs of £551,193 and rolled up interest of £764,166.
The Loan Notes are redeemable in full in January 2031.
Interest is payable based on the combined sum of the Cash Pay Interest Rate, and the PIK Interest Rate. The Cash Pay Interest Rate is a fixed rate of 4%, or in the event that the interest is not settled based on the terms of the Senior Financing Agreement in Cresco Bidco Limited, 5%. The PIK Interest Rate is a fixed rate of 6%.
No interest was paid during the period, and accrued interest of £588,820 is included within the carrying value of the instrument at the balance sheet date.
Subsequent to the balance sheet date, the Group issued further Loan Notes of £2,157,895, and the Notes Purchase Agreement was amended and restated to increase the PIK Interest Rate to 8% with effect from the original issue date. The additional interest cost as at 31 August 2025 arising from the amendment and restatement is £251,344, which has not been included in the carrying value of the instrument at the balance sheet date as a non-adjusting post balance sheet event.
The Loan Notes are secured over the assets of the Group by way of a Debenture.
Bank loans
During the period the Group also obtained Senior Banking Facilities totalling £15,500,000 to support the acquisition of Operam Education Group Limited. The Facilities consist of an A Facility of £2,500,000; a B Facility of £9,000,000; a Revolving Credit Facility of £2,000,000, and a Committed Acquisition Facility of £2,000,000. £703,622 of loan arrangement fees were incurred in relation to these facilities.
At the balance sheet date, the Group had drawn the A and B Facilities in full; the Revolving Credit Facility and Committed Acquisition Facility were undrawn.
The A Facility incurs interest at a variable rate of SONIA plus margin which ranges from 3.75% per annum to 4.5% per annum depending on a leverage calculation. The principal sum is repayable in instalments with the final payment due in November 2029.
The B Facility incurs interest at a variable rate of SONIA plus margin which ranges from 4.25% per annum to 5.0% per annum depending on a leverage calculation. The principal sum is repayable in full in November 2030.
Subsequent to the balance sheet date, the Group drew on the Committed Acquisition Facility and entered into an amendment and restatement of the existing Facilities to borrow a further £300,000 on the A Facility, and £1,000,000 on the B Facility. The terms of the Committed Acquisition Facility are identical to the terms of the B Facility.
The loans are secured over the assets of the Group by way of fixed and floating charges.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
On the date of incorporation, 1 Ordinary share of 1p was issued. On the 13 November 2024 a further 99,999 shares were isued into the above categories. All alphabetical shares have full voting and dividend distribution rights.
Called up share capital represents the nominal value of the shares issued.
Share premium is the amount paid for shares issued in excess of the nominal value, less issue costs incurred.
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
On 13 November 2024 the group acquired one hundred percent of the issued capital of Operam Education Group.
The book value is considered to be fair value.
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 30 April 2026 Operam Education Group Limited completed the acquisition of 100% of the share capital of Choice Teachers Limited, Choice Teachers (South) Limited, and Bespoke Education Limited.