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Registered number:
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
COMPANY INFORMATION
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OUTCO BIDCO LIMITED
CONTENTS
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OUTCO BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors present their Strategic Report for the year ended 30 September 2025.
Principal activity
The Company is an intermediate parent company whose primary objective is to provide finance to fellow subsidiaries within the Group formerly headed by OUTCO Holdings Limited, since 18 July 2025 headed by Cedrus Topco Limited. The principal activities of its subsidiary undertakings are the provision of technology enabled outdoor estate maintenance, including specialist compliance, winter maintenance, grounds and other asset maintenance services to commercial properties throughout the UK.
The Company is part of a wider Group whose ultimate parent company is Cedrus Topco Limited. A full commentary on the Group's activities and financial performance for the full year ending 30 September 2025 is provided in the Annual Report for OUTCO Holdings Limited.
Financial performance
The Company does not trade in its own right, instead its income and expenses are derived from its loans, dividends and Director Service Agreements which relate to the wider Group. The results for the company for the year are contained in the accompanying statement of comprehensive income which shows a profit after tax of £5,993,666 (2024: £5,547,225). The Company primarily bears financing costs in relation to the whole Group formerly headed by OUTCO Holdings Limited, now ultimately headed by Cedrus Topco Limited..
Key performance indicators
The Directors refer to the Company's financial performance for the year ended 30 September 2025 and financial position as at 30 September 2025 in evaluating the Company's performance, which are set out on pages 9 and 10.
The full performance of the Group and Group key performance indicators are covered in the Strategic Report of the parent company OUTCO Holdings Limited.
Going concern
In considering the appropriate basis on which to prepare the financial statements, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future.
The Company is part of the OUTCO Holdings Limited group, and from 18th July 2025 the Cedrus Topco Limited group, and the going concern assessment is based on the going concern review of the Group. The Group as a whole operates a stable business with a good spread of customers and suppliers across the entire UK and has considerable financial resources.
The Group has a senior debt facility provided by Apera Asset Management LLP. The financial covenants comprise a net leverage ratio, cash cover test and capital expenditure test. The net leverage and cash cover tests are quarterly. The capital expenditure test is an annual test. The Group is fully compliant with these covenants with significant headroom. In addition we also have access to a £5m facility provided by Oakworth Bank Plc (undrawn during the financial year and to the date of signing these financial statements).
The Directors have made an assessment and satisfied themselves of the Group and Company's ability to continue as a going concern. The key elements of this assessment were the Group and Company's cash flow forecasts and projections, in addition to the Group's considerable cash balance and available bank facilities. These forecasts and projections, based on reasonably possible changes in trading performance, show the Group and Company have significant resources to continue in operational existence for at least 12 months from the date of this report.
The Directors, therefore, continue to adopt the going concern basis of accounting in preparing the financial
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OUTCO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
statements.
The Company is a subsidiary of the OUTCO Holdings Limited Group and the key risks below are all managed on a Group wide basis. The Group faces the normal technological, competitive, and economic challenges.
a)Interest Rate Risk. The Group's interest rate risk is limited due to the fixed rates on its finance leases, shareholder loans and external loans so this risk is therefore primarily associated with its ability to make interest payments. The Group mitigates this risk by preparing cash flow forecasts on a regular basis. The Group does not use any financial instruments to mitigate the risk but monitors this area closely on an ongoing basis and has low overall levels of leverage relative to the Group's potential debt capacity and debt service capability.
b)Competition from new entrants. The Group recognises that as its core markets grow this is likely to attract new entrants to the market. To mitigate this risk the Group continues to invest in research and development and its technology to retain its market share. The barriers to entry to the core markets are significant and offer protection to the Group given the demanding nature of service compliance, highly unpredictable influencing variables (weather) and requirement of scale.
c)People. The success of the Group is dependent on the efforts, abilities, experience, and expertise of its people and on recruiting, retaining, motivating and communicating effectively with its employees at all levels of the organisation. Policies and targets are supported by a Board approved governance structure and employees are engaged through staff surveys and regular communications with senior management, together with proactive efforts to engender ownership, responsibility decision making participation.
d)Inflation. The Group recognises the general increase in prices of raw materials arising from the prevailing increasing rate of inflation, within the UK economy. The Group actively seeks to minimise the impact on its results from strong negotiations within its supply chain and discussions with its customers to increase the rates it is able to charge for the services it provides.
This report was approved by the board and signed on its behalf.
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OUTCO BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors present their report and the financial statements for the year ended 30 September 2025.
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £5,993,666 (2024: £5,547,225). The directors do not recommend a dividend be paid.
The profit in the year has arisen from dividends received from subsidiary undertakings net of Group financing costs. The prior year profit arose in the year has arisen from one off non-cash intercompany balance write offs as part of the Group simplification exercise to dispense with superfluous non trading entities via solvent strike off. The net effect of that exercise at consolidated level was £nil.
OUTCO Bidco Limited has not presented its own energy and carbon information as it is a subsidiary undertaking that is included in the Group energy and carbon report for OUTCO Holdings Limited.
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OUTCO BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors have chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out in the strategic report information related to the future developments, financial instrument risks and financial risk management.
The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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OUTCO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OUTCO BIDCO LIMITED
We have audited the financial statements of Outco Bidco Limited (the 'Company') for the year ended 30 September 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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OUTCO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OUTCO BIDCO LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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OUTCO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OUTCO BIDCO LIMITED (CONTINUED)
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 Auditors' 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.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work to address the risk of irregularities due to management 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 evidence of bias.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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OUTCO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OUTCO BIDCO LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
3rd Floor
Apex
Forbury Road
Berkshire
RG1 1AX
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OUTCO BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
REGISTERED NUMBER: 11635714
BALANCE SHEET
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 22 form part of these financial statements.
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OUTCO BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Company is a private company limited by share capital and incorporated in England and Wales (registered number 11635714) under the Companies Act. The address of the principal place of business is Thorncroft Manor, Thorncroft Drive, Leatherhead, Surrey, KT22 8JB.
The principal activity of OUTCO Bidco Limited is activities of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are prepared in Pounds Sterling which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest pound.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of OUTCO Holdings Limited as at 30 September 2025 and these financial statements may be obtained from 3rd Floor, Apex, Forbury Road, Reading, RG1 1AX.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
In considering the appropriate basis on which to prepare the financial statements, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future.
The Company is part of the OUTCO Holdings Limited group, and from 18th July 2025 the Cedrus Topco Limited group, and the going concern assessment is based on the going concern review of the Group. The Group as a whole operates a stable business with a good spread of customers and suppliers across the entire UK and has considerable financial resources.
The Group has a senior debt facility provided by Apera Asset Management LLP. The financial covenants comprise a net leverage ratio, cash cover test and capital expenditure test. The net leverage and cash cover tests are quarterly. The capital expenditure test is an annual test. The Group is fully compliant with these covenants with significant headroom. In addition we also have access to a £5m facility provided by OakNorth Bank Plc (undrawn during the financial year and to the date of signing these financial statements).
The Directors have made an assessment and satisfied themselves of the Group and Company's ability to continue as a going concern. The key elements of this assessment were the Group and Company's cash flow forecasts and projections, in addition to the Group's considerable cash balance and available bank facilities. These forecasts and projections, based on reasonably possible changes in trading performance, show the Group and Company have significant resources to continue in operational existence for at least 12 months from the date of this report.
The Directors, therefore, continue to adopt the going concern basis of accounting in preparing the financial statements.
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Profit and loss account
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OUTCO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Company's immediate parent undertaking is OUTCO Holdings Limited, a company incorporated in the UK whose registered office is C/O James Cowper Kreston 3rd Floor, Apex, Forbury Road, Reading, Berkshire, England, RG1 1AX. The smallest and largest group for which consolidated financial statements are prepared is OUTCO Holdings Limited. Copies of the Group accounts can be obtained from the registered office.
The ultimate parent company is Cedrus Topco Limited (Company Registration Number 16553145, Registered Office: C/O James Cowper Kreston 3rd Floor, Apex, Forbury Road, Reading, Berkshire, England, RG1 1AX) and there is no single ultimate controlling party.
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