The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Cresco Bidco Ltd 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 company’s first reporting period will run for 11 months, beginning on the date of incorporation, 3 October 2024, 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. 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.

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

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 non current liabilities.

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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.

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 company 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.

Equity instruments issued by the company 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 company.

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 company’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

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

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

During the period the company 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 company 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 company 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 company by way of fixed and floating charges.

The company has issued 1 ordinary share of £0.01 each. Due to rounding, the share capital is shown as £nil.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The Company's ultimate parent undertaking is Cresco Topco Limited, which is incorporated in the England and Wales. Copies of the consolidated financial statements of Cresco Topco Limited, the largest group of undertakings that consolidates the Company as at 31 August 2025, can be obtained from Fabric Building, 30 Queen St, Manchester, United Kingdom, M2 5HX, and are filed with Companies House.