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Registration number: 14933280

Clara Midco 1 Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 October 2025

Clara Midco 1 Limited

Contents

Company Information | 1
Strategic Report | 2 to 8
Directors' Report | 9
Statement of Directors' Responsibilities | 10
Independent Auditor's Report | 11 to 13
Consolidated Profit and Loss Account | 14
Consolidated Balance Sheet | 15
Balance Sheet | 16
Consolidated Statement of Changes in Equity | 17
Statement of Changes in Equity | 18
Consolidated Statement of Cash Flows | 19
Notes to the Financial Statements | 20 to 35

Clara Midco 1 Limited

Company Information

Directors | R Russell F Churtichaga

Registered office | Asher House Barsbank Lane Lymm Warrington WA13 0ED

Bankers | Virgin Money UK PLC Health & Social Care 137 New Street Birmingham B2 4NS

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

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

The directors are delighted to present their strategic report for the year ended 31 October 2025. The comparative period is from 13 June 2023 to 31 October 2024.
This report has been prepared in accordance with the requirements of Section 414 of the Companies Act 2006. The group’s independent auditor is required by law to report on whether the information given in the strategic report is consistent with the financial statements. The auditor’s report is set out on pages 11 to 13.

Principal activity

The principal activity of the company is that of a holding company. The principal activity of the group is the provision of highly specialist residential care and/or education for children and adults with autism, complex needs and learning disabilities.

Fair review of the business

Bright Futures' vision is to deliver great quality, specialist education and care to children and adults with learning disabilities, autism and associated complex needs in an increasing number of high-quality locations.
Our organisation has special strengths in:

• | Our transition offer. We are one of very few providers that offer specialist education as well as care, for children, young people, and adults. These wrap around services ensure the continuity sought by many people with learning disabilities and autism, and their loved ones.
• | Most people that we support are aged 5-25. We specialize in supporting individuals through life's big developmental and experiential milestones, so that they are ready to live successful adult lives.
• | We are ambitious for the people we support. Our aim is to empower, facilitate learning, and promote independence. We deliver this through our highly skilled and trained practitioners, who provide specialist support, in our high-quality environments.
• | We offer intensive and specialist education and care. Our levelled support and range of settings means that the intensity can be stepped up and down. As such people progress with Bright Futures and beyond.

Our Great Care Offer and Great Education Offer, both developed in-house, put the goals of the person being supported and/or educated, and the skills and knowledge that they need, front and centre. We provide specialist clinical and therapeutic input, so that children and adults get the right support to overcome life’s challenges. Our specialism means that people achieve the best possible life outcomes, and that everyone makes significant progress relative to their starting point and towards their individual goals. Our ongoing investment in digital ways of working also means we are building a scalable platform that can also maintain the quality and governance of our services as we grow.
We value our colleagues, and all our teams are trained to excellent standards. This, combined with our passion, pride and commitment to what we do, fosters an excellent culture and makes us a leading provider as evidenced by our “Good” or better Ofsted and CQC ratings.

We define ourselves by our values:

• | We Work Together - with the people we provide support and education to, with their families, with our community, with our commissioners. Together we are one team.
• | We Care - we have unwavering commitment to the people we provide support to. We offer specialist care, education and therapeutic support tailored to meet everyone’s needs.
• | We Learn & Grow - by listening, reflecting and learning we make changes to continuously improve what we do.
• | We are a Safe Pair of Hands - we understand how difficult it can be for families to place their loved one in a new school or in the care of others. With our open, calm and supportive approach we are by your side for the journey ahead.

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Locations
We lead our offer through two schools, six children’s homes and eighteen adults’ homes, supporting over 195 individuals. All our services are commissioned either from local authorities or health authorities across the United Kingdom.
Our residential care is provided in modern, family sized, homes. We are regulated either by Ofsted or the Care Quality Commission (CQC). All our homes are rated as 'Good' or 'Outstanding'.
Our education is provided in two schools, with high teacher to pupil ratios; both regulated by Ofsted and rated as 'Good' with some 'Outstanding' areas.
During the year we have opened a home for adults in Greater Manchester and an additional school campus, in the Liverpool City Region. These have proved popular, seeing high levels of demand for the available places. There are further homes and a school in development, across Greater Manchester and Yorkshire.

The key financial and non-financial performance indicators during the year were as follows:

• | Our turnover has increased to £42.0m (2024: £34.1m) reflecting the increased occupancy rate coupled with increased capacity added during 2024/25. However, we have also seen an increase in our direct costs arising from inflationary pressures and staffing costs. We remain a Real Living Wage payer. Additionally, in care we have invested significantly in a Skills Based Pay offering, which offers pay progression from newly appointed support worker, increasing with responsibility and qualifications, through to Deputy Manager. We have committed to increasing annual leave entitlement for care and support colleagues linked to length of service. Teachers’ salaries have been uplifted significantly, as have pension contributions. Whilst this has added cost to the business, we strongly believe it is important to drive our staff’s engagement and retention, which in turn will ensure the ongoing quality of our provisions.
• | We have evolved our KPI measures on both the financial and operational aspects of the business. They continue to be diligently monitored on a monthly basis and action is taken and resource allocated to ensure that quality remains high. To this end we have invested in direct roles including, education leadership, Positive Behaviour Support, clinical, and peripatetic practice leadership. These are critical to ensuring the specialist nature and quality of the care and education we provide is not diluted by our growth and ensuring that our fees are sufficient to be able to deliver this and offer value for money and measurable outcomes for our customers.

| Unit | 2025 | 2024*
Turnover | £m | 42.0 | 44.5
(Loss) / Profit before tax | £m | (1.7) | (13.2)
Total assets less current liabilities | £m | 20.8 | 18.1
Number of registered school places | # | 169 | 115
Number of registered residential places | # | 101 | 95
* the comparative period is from 22 June 2023 to 31 October 2024. |  |  |

Our recruitment and career opportunities continue to strengthen, and as we grow, we are strengthening our reputation as an employer of choice. Our vacancy rate and use of agency staff is minimal and substantially lower than most other providers. Staff recruitment and retention will remain a key focus of the company as we continue to expand. Our annual staff and stakeholder engagement survey returned very pleasing results with an engagement score of 79% (7% higher than our sector benchmark). 77% would recommend Bright Futures as a great place to work (11% above the sector benchmark).
We note, as with all providers, that there are substantial inflationary pressures across both staffing and other costs. Our approach is to continue to work in partnership with Local Authorities and Integrated Care Systems commissioners to ensure that we offer value for money, whilst not compromising on the quality of the services we provide.
Over the course of the year, we have continued to ensure that the business is operated in a financially responsible way in accordance with our annual forecasting and we have adhered to the budget we set out for the year. A comprehensive budget has been set out for 2025/26 and there are no matters to report that give us concern on achieving these.

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Future outlook
There continues to be a national shortage of high quality / high acuity capacity in the care and education sectors, and there continues to be high demand. Our aim remains to work with commissioners to develop new services that provide great care and education.
We continue to invest in new specialist properties, personnel, processes, and digital platforms ensuring that we remain well positioned for future growth. We are working with commissioners to providing further capacity in adults’ care and education within the Northwest region and have opportunities to provide our specialist services in Yorkshire in the coming year.

Streamlined Energy and Carbon Reporting (SECR)

This report has been prepared in accordance with our regulatory obligation to report greenhouse gas emissions pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) regulations 2018, which implements the Government’s policy on Streamlined Energy and Carbon Reporting. For the financial year ending 31 October 2025 and calendar year ending 31 December 2025, Bright Futures Care Limited ("the group”) met the employee threshold of 250 or more and the balance sheet threshold of £18m or more.
This document presents the GHG emissions Inventory of the group occurring between 01/01/2025 to 31/12/2025. This is different to the financial year end of 31/10/2025 but aligns to the date range of other reports provided to investors and lenders of the group.
The greenhouse gas emissions for the group, reportable under SECR for the period 01/01/2025 to 31/12/2025, were 762 tCO2e. This figure includes all material Scope 1 and 2 emissions, plus Scope 3 emissions for waste and employees’ own vehicles used for business, as required to be disclosed by the legislation.
The following table provides a breakdown of the group’s GHG emissions between 01/01/2025 to 31/12/2025. Emissions were calculated using Greenhouse gas reporting: conversion factors 2025 (https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2025 ).
In accordance with the legislation an intensity ratio must be calculated, which expresses the business’ annual emissions in relation to a quantifiable factor or normaliser. As well as reporting the absolute emissions, the Group's GHG emissions are reported below on the metrics of tons of CO2 equivalent per FTE employee (average number of FTE based on an overall average of FTE at the end of each month).
The intensity metric for 2025 is as follows: 1.17 tCO2e per FTE employee. Our base year was 1.26 tCO2e per FTE employee and prior year 1.25. This ratio enables the impact of changes in the estate to be reflected in the reporting over time. Note that 2024 Staff Vehicles has been restated from 67 tCO2e to 17 tCO2e, due to an error in approximating kilometres from accounting data.

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

|  |  |  |  |  |  |  |  | 2025 |  | 2024 |  | vs 2024 |  | vs 2024 % |  | Base Year |  | vs Base |  | vs Base %
| Metric Tons |  | Km |  | Litres |  | kWh |  | tCO2e |  | tCO2e |  | tCO2e |  | tCO2e |  | tCO2e |  | tCO2e |  | tCO2e
Scope 1 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Natural gas | - |  | - |  | - |  | 1,173,286 |  | 237 |  | 200 |  | 37 |  | 19% |  | 153 |  | 84 |  | 55%
LPG | - |  | - |  | 15,168 |  | - |  | 24 |  | 25 |  | (2) |  | (7%) |  | 29 |  | (5) |  | (19%)
Diesel Transport | - |  | - |  | 86,777 |  | - |  | 220 |  | 238 |  | (18) |  | (8%) |  | 218 |  | 3 |  | 1%
Petrol Transport | - |  | - |  | 76,975 |  | - |  | 158 |  | 152 |  | 6 |  | 4% |  | 80 |  | 78 |  | 97%
Scope 2 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Electricity | - |  | - |  | - |  | 574,229 |  | 100 |  | 117 |  | (17) |  | (14%) |  | 101 |  | - |  | -
Scope 3 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Staff vehicles | - |  | 132,263 |  | - |  | - |  | 22 |  | 17 |  | 5 |  | 28% |  | 9 |  | 13 |  | 145%
Waste (Recycled) | 29.2 |  | - |  | - |  | - |  | - |  | - |  | - |  | (18%) |  | 1 |  | - |  | (75%)
Waste (RDF) | 40.0 |  | - |  | - |  | - |  | - |  | - |  | - |  | (19%) |  | 1 |  | (1) |  | (74%)
Total | 69 |  | 132,263 |  | 178,920 |  | 1,747,515 |  | 762 |  | 751 |  | 11 |  | 2% |  | 591 |  | 172 |  | 29%
|  |  |  |  |  |  | Average FTE |  | Intensity Ratio |  | Intensity Ratio |  | vs 2024 |  | vs 2024 % |  | Intensity Ratio |  | vs Base |  | vs Base %
Average FTE (#) / tC02e / # |  | 650 |  | 1.17 |  | 1.25 |  | (0.08) |  | (6%) |  | 1.26 |  | (0.1) |  | (7%)

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Target and Baselines
The business recognises that it has a responsibility to minimise the impact its employees and activities have on the environment. We teach our children and young people in our care to understand the influence and responsibility that they have towards the environment today and in the future, and in turn they set environmental targets for the group to support. Our schools are registered Eco-Schools.
The Group's objective is to maintain or reduce its GHG emissions per year as measured by the intensity metric.
The business undertook the following energy efficiency activities during the financial year:

• | Continued to move towards procuring renewable energy supply contracts;
• | Implemented a ring-fenced budget to support ESG initiatives;
• | Continued the rollout of smart meters for gas and electricity;
• | Worked with Green Mark (https://greenmark.co.uk/ ) and achieved Level 1 accreditation for 4 sites;
• | Cycle To Work and Electric Vehicle salary sacrifice schemes for employees;
• | Implemented vehicle trackers for our company owned vehicles;
• | Purchased our first company owned EVs, with a total of 10 on road at 31/12/2025.

Electricity Consumption and Emissions

• | During the reporting period, the Company procured 8.7% renewable electricity for all UK operations under a certified renewable energy tariff. Total electricity consumption for the period was 574,229 kWh.
• | In accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements and the Greenhouse Gas Protocol dual reporting methodology, the Company has reported Scope 2 emissions using both the location based and market based approaches:

Location based emissions

• | Emissions have been calculated using the UK Government’s published grid average emissions factor for the reporting year. This results in 100 tCO₂e of location based Scope 2 emissions.

Market based emissions

• | As the Company’s electricity supply is backed by Renewable Energy Guarantees of Origin (REGO) certificates provided by our supplier, the associated market based emissions are 434,261 tCO₂e.
• | The Company’s renewable electricity tariff is supplied by British Gas and is supported by REGOs that evidence the generation of an equivalent amount of renewable electricity.
• | The impact of the market based emission measure is to reduce the business’ intensity ratio to 1.13 (compared to 1.17 using location based emissions).

Renewable Energy Procurement Statement

• | The Company’s renewable electricity procurement forms part of its wider commitment to reducing operational carbon emissions. The renewable tariff ensures that all electricity consumed is matched by generation from verified renewable sources, including wind, solar, and hydro. Evidence of REGOs has been obtained and retained for audit purposes.

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Section 172(1) statement

We, as directors, are required to act in accordance with the duties detailed in section 172 of the Companies Act 2007, which are summarised as follows:
A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefits of its members as a whole, and in doing so have regard (amongst others) to:
• the likely consequence of any decision in the long term
• the interest of the company’s employees
• the need to foster the company’s business relationships with suppliers, customer and others
• the impact of the company’s operations on the community and the environment
• the desirability of the company maintaining a reputation for high standards of business conduct and;
• the need to act fairly between members of the company.
Along with the points noted in the fair business review, the statement below sets out how we have acted in accordance with these duties.

Engagement with employees

During the year we have been actively engaged with our employees; we see this as critical to ensuring that we have high quality and engaged employees on our staff teams. We regularly meet with employees through our listening groups, as well as gaining feedback through our annual and periodic surveys.
Key information is shared with our employees through internal communication methods, including via an internal social media platform, through regular team briefings covering various topics, and via senior management attendance at sites. We regularly respond to feedback in the form of “You said. We did.”.
We were pleased to report that all our frontline employees are paid at least the Real Living Wage.

Employment of disabled persons

We employ a growing number of disabled people. We give full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled, making appropriate adjustments to the working environment where it is reasonable to do so. If an existing employee were to become disabled, we would continue, where practicable, to provide continuing employment under normal terms and conditions and provide training, career development, and promotion to disabled employees where appropriate.

Engagement with customers
Our primary customers are the Local Authorities (LAs) and Integrated Care Boards (ICBs). Each service, home and school, takes a collaborative approach to delivering a support and/or education package which is aligned to the young person’s / student's needs.
Engagement with suppliers
We welcome and engage local suppliers where possible and ensure that all companies that we do business with have great ethical values. Our suppliers understand and are sensitive to the environment they are working in and comply with the necessary checks needed to work in our homes and schools.
We work closely with our construction and development providers with regular meetings and updates.
We, as a company, take measures to prevent modern slavery and human trafficking and ensure this is carried through to our supply chains.
Our systems and controls ensure that all our suppliers are paid on time and accurately, encouraging a great relationship throughout, whether it is a one- off purchase or a continuing partnership.

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Community and other stake holders
We recognise the importance of wider stakeholder engagement in delivering our strategy and achieving sustainability within the business. Our main stakeholders are the people we support and students and their families, our employees, and the commissioners from Local Authorities or Integrated Care Systems.
It is critical to us that we make a positive contribution to the lives of the people we support and their families. But more than that, our contribution to the wider system is important to us.
In our care homes, as a provider for children and adults with complex needs, our approach shifts the focus from simply "managing" challenges to outcomes focused support, achieving positive long-term outcomes, such as independence and preparation for adulthood. This means that 85% of people who move on from our provisions are enabled to move forward and be supported with less intensive models of care. The impact we have on individuals’ progress is celebrated in regulator inspections and reports, including the good outstanding ratings that we continue to achieve.
As a specialist learning and development organisation; Oliver McGowan accredited, autism education trust licensed, as well as Positive Behaviour Support and Active Support experts. We are pleased to offer free training to local stakeholders such as healthcare professionals, parents, local SEND and mainstream schools and students in FE colleges and universities. By training external professionals, we elevate the standard of inclusive practice across local schools and healthcare settings. Also, by empowering parents with specialist strategies we foster a resilient local community where families feel equipped rather than isolated. This dual approach not only improves long-term outcomes for children and young people but also creates a more informed, empathetic system that treats neurodiversity as a collective priority.
We provide training and inreach support to mainstream and less intensive special school settings by directly embedding specialist expertise into their classroom environments. This approach is designed to transform the "universal offer" into a truly inclusive one, ensuring that students with Special Educational Needs and Disabilities (SEND) thrive alongside their peers without the immediate need for a statutory Education, Health, and Care Plan (EHCP).

Non-financial and sustainability information

Principal risks and uncertainties

The main risk to the group is the ongoing funding pressures across local government. We aim to build strong working relationships with all relevant commissioning bodies. We are committed to delivering the best possible outcomes for the individuals we support by maintaining our service quality and governance requirements but also delivering value for money for the authorities. We support individuals with intensive, high acuity needs and meeting these needs remains a high priority from commissioners and families. This risk is further mitigated by the breadth of commissioners we work with and this is monitored by the Board on a regular basis.
The services we provide are highly regulated, requiring significant governance and cost for the business to maintain. The quality of care and education provided to the individuals we support and compliance with regulations are continuously monitored by the Directors. All schemes having a minimum of “Good” overall rating with Ofsted or CQC again this year is a testament to the importance placed on this and the investment the business has made to maintain these standards.
Recruitment and retention of staff remains a key challenge for the care industry. As noted, we have actively looked to reduce both staff vacancy rates and agency usage to a minimum. We believe that initiatives such as continuing to pay the Real Living Wage, introducing skills based pay and awarding increased annual leave entitlements will help us recruit and retain staff. Thereby ensuring we maintain our service quality and delivering best possible value for money.
As with similar sized companies, the directors actively manage the company on a day-to-day basis so that when the above risks or others materialise, they can be addressed in a prompt and effective manner.

Approved by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Clara Midco 1 Limited

Directors' Report for the Year Ended 31 October 2025

The directors present their report and the for the year ended 31 October 2025.

Directors of the company

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

R Russell

F Churtichaga

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the
company can meet its future obligations as they fall due.

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

The group is exposed to the usual credit and cash flow risk associated with selling on credit and manages this
through credit control procedures. The nature of its financing facilities as well and the boards’ ongoing review of business performance and projections means that price risk and liquidity risk are deemed manageable.

Directors' liabilities

The company has maintained throughout the financial year, directors’ and officers’ liability insurance in respect of itself and its directors.

Going concern

The financial statements have been prepared on the going concern basis as the directors have prepared detailed budgets for a period of at least 12 months from the date of signing the accounts which show that the group is expected to be able to meet all its liabilities as they fall due.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Clara Midco 1 Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 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; and
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Clara Midco 1 Limited

Independent Auditor's Report to the Members of Clara Midco 1 Limited

Opinion

We have audited the financial statements of Clara Midco 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Clara Midco 1 Limited

Independent Auditor's Report to the Members of Clara Midco 1 Limited

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

• | adequate accounting records have not been kept 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 10, 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 group’s and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Clara Midco 1 Limited

Independent Auditor's Report to the Members of Clara Midco 1 Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities 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 auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

10 June 2026

Clara Midco 1 Limited

Consolidated Profit and Loss Account for the Year Ended 31 October 2025

| Note | Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Turnover | 3 | 42,000,615 | 44,488,956
Cost of sales |  | (24,454,038) | (26,722,835)
Gross profit |  | 17,546,577 | 17,766,121
Administrative expenses |  | (14,067,640) | (14,953,889)
Exceptional items | 5 | (645,803) | (1,418,628)
Operating profit | 4 | 2,833,134 | 1,393,604
Loss on financial assets at fair value through profit and loss |  | (42,332) | (907,414)
Other interest receivable and similar income | 6 | 21,783 | 25,096
Interest payable and similar expenses | 7 | (4,556,865) | (13,714,941)
|  | (4,577,414) | (14,597,259)
Loss before tax |  | (1,744,280) | (13,203,655)
Tax on loss | 11 | (294,606) | (444,894)
Loss for the financial year |  | (2,038,886) | (13,648,549)
Profit/(loss) attributable to: |  |  |
Owners of the company |  | (2,038,886) | (13,648,549)

The group has no recognised gains or losses for the year other than the results above.

Clara Midco 1 Limited

(Registration number: 14933280)
Consolidated Balance Sheet as at 31 October 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 64,459,712 | 68,114,799
Tangible assets | 13 | 32,958,228 | 26,484,631
|  | 97,417,940 | 94,599,430
Current assets |  |  |
Debtors | 15 | 4,838,013 | 3,562,070
Cash at bank and in hand |  | 3,143,634 | 2,983,685
|  | 7,981,647 | 6,545,755
Creditors: Amounts falling due within one year | 16 | (84,591,860) | (83,028,948)
Net current liabilities |  | (76,610,213) | (76,483,193)
Total assets less current liabilities |  | 20,807,727 | 18,116,237
Creditors: Amounts falling due after more than one year | 16 | (35,335,059) | (30,927,212)
Provisions for liabilities |  | (1,160,102) | (837,573)
Net liabilities |  | (15,687,434) | (13,648,548)
Capital and reserves |  |  |
Called up share capital | 19 | 1 | 1
Retained earnings |  | (15,687,435) | (13,648,549)
Equity attributable to owners of the company |  | (15,687,434) | (13,648,548)
Shareholders' deficit |  | (15,687,434) | (13,648,548)

Approved and authorised by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Clara Midco 1 Limited

(Registration number: 14933280)
Balance Sheet as at 31 October 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 14 | 1 | 1
Capital and reserves |  |  |
Called up share capital | 19 | 1 | 1
Shareholders' funds |  | 1 | 1

The company made a loss after tax for the financial year of £- (2024 - loss of £-).

Approved and authorised by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Clara Midco 1 Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2025
Equity attributable to the parent company

| Share capital £ | Retained earnings £ | Total £
At 1 November 2024 | 1 | (13,648,549) | (13,648,548)
Loss for the year | - | (2,038,886) | (2,038,886)
At 31 October 2025 | 1 | (15,687,435) | (15,687,434)

| Share capital £ | Retained earnings £ | Total £
Loss for the year | - | (13,648,549) | (13,648,549)
New share capital subscribed | 1 | - | 1
At 31 October 2024 | 1 | (13,648,549) | (13,648,548)

Clara Midco 1 Limited

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

| Share capital £
At 1 November 2024 and at 31 October 2025 | 1

| Share capital £
New share capital subscribed | 1
At 31 October 2024 | 1

Clara Midco 1 Limited

Consolidated Statement of Cash Flows for the Year Ended 31 October 2025

| Note | Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Cash flows from operating activities
Loss for the year |  | (2,038,886) | (13,648,549)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 6,196,630 | 6,041,548
Financial instrument net (gains) losses through profit and loss |  | 42,332 | 907,414
Loss on disposal of tangible assets |  | 119,299 | 2,571
Finance income | 6 | (21,783) | (25,096)
Finance costs | 7 | 4,556,865 | 13,714,941
Income tax expense | 11 | 294,606 | 444,894
|  | 9,149,063 | 7,437,723
Working capital adjustments |  |  |
Increase in debtors | 15 | (1,318,275) | (3,562,070)
Increase in creditors | 16 | 1,733,679 | 15,931,063
Cash generated from operations |  | 9,564,467 | 19,806,716
Income taxes received | 11 | 27,923 | 93,087
Net cash flow from operating activities |  | 9,592,390 | 19,899,803
Cash flows from investing activities |  |  |
Interest received |  | 21,783 | 25,096
Acquisitions of tangible assets |  | (9,404,315) | (6,196,841)
Proceeds from sale of tangible assets |  | 607,555 | 76,964
Net cash flows from investing activities |  | (8,774,977) | (6,094,781)
Cash flows from financing activities |  |  |
Interest paid | 7 | (3,975,098) | (12,277,637)
Proceeds from issue of ordinary shares, net of issue costs |  | - | 1
Proceeds from bank borrowing draw downs net of debt costs paid |  | 3,700,000 | 1,901,065
Payments to finance lease creditors |  | (382,366) | (444,766)
Net cash flows from financing activities |  | (657,464) | (10,821,337)
Net increase in cash and cash equivalents |  | 159,949 | 2,983,685
Cash and cash equivalents at 1 November |  | 2,983,685 | -
Cash and cash equivalents at 31 October |  | 3,143,634 | 2,983,685

During the period ended 31 October 2024 the group purchased a subsidiary resulting in the addition of goodwill as shown in note 12.

Clara Midco 1 Limited

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

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Asher House
Barsbank Lane
Lymm
Warrington
WA13 0ED

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Clara Midco 1 Limited

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

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

No significant judgements have been made by management in preparing these financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Clara Midco 1 Limited

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

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold land and buildings - freehold property component | 2% straight line
Freehold land and buildings - fixtures and fittings component | 25% straight line
Freehold land and buildings - Mechanical and electrical services component | 10% straight line
Leasehold property improvements | 50% straight line
Fixtures, fittings and computer equipment | 33% straight line and 33% reducing balance
Motor vehicles | 25% straight line

The group has changed its freehold land and buildings accounting estimate from nil depreciation as they believe it more accurately reflects the carrying value of the freehold properties.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line over 20 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Clara Midco 1 Limited

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

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Clara Midco 1 Limited

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

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

Clara Midco 1 Limited

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

| 4 | Operating profit

Arrived at after charging/(crediting)

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Depreciation expense | 2,541,544 | 1,054,607
Amortisation expense | 3,655,087 | 4,986,941
Operating lease expense - property | 112,825 | 144,940
Operating lease expense - other | 74,550 | 17,905

| 5 | Exceptional items

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Exceptional expenses | 645,803 | 1,418,628

Exceptional items in the current year comprised one off legal and professional fees, termination fees, employee redundancy costs and aborted projects.
Exceptional items in the prior year comprised one off legal and professional fees, termination fees and employee redundancy costs.

| 6 | Other interest receivable and similar income

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Interest receivable on loans from group undertakings | - | 1,668
Interest income on bank deposits | 21,783 | 23,428
| 21,783 | 25,096

| 7 | Interest payable and similar expenses

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Interest on bank overdrafts and borrowings | 3,905,718 | 5,333,703
Interest on obligations under finance leases and hire purchase contracts | 69,380 | 100,494
Finance costs adjacent to interest | 581,767 | 1,437,304
Interest payable on loans from group undertakings | - | 6,843,440
| 4,556,865 | 13,714,941

Clara Midco 1 Limited

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

| 8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Wages and salaries | 21,630,789 | 24,093,123
Social security costs | 2,279,749 | 2,241,332
Pension costs, defined contribution scheme | 590,174 | 614,922
| 24,500,712 | 26,949,377

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

| Year ended 31 October 2025 No. | 13 June 2023 to 31 October 2024 No.
Care and Education | 627 | 568
Administration and support | 39 | 35
| 666 | 603

Company
The company incurred no staff costs and had no employees other than the directors.

Clara Midco 1 Limited

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

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Remuneration | 260,577 | 1,811,696
Contributions paid to money purchase schemes | 5,400 | 17,996
| 265,977 | 1,829,692

During the year the number of directors who were receiving benefits and share incentives was as follows:

| Year ended 31 October 2025 No. | 13 June 2023 to 31 October 2024 No.
Received or were entitled to receive shares under long term incentive schemes | 6 | 6
Accruing benefits under money purchase pension scheme | 2 | 2

In respect of the highest paid director:

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Remuneration | 168,318 | 986,073
Company contributions to money purchase pension schemes | 5,400 | 4,982

In the prior year, the Directors received a one off bonus which totalled £1,047,833 (highest paid £840,000); this was the result of a change in ownership of the ultimate parent company. The Directors immediately reinvested the bonus into the share capital of the new ultimate parent company for the benefit of the business.

| 10 | Auditors' remuneration

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Audit of these financial statements | 31,800 | 28,320
Other fees to auditors |  |
All other non-audit services | 23,400 | 26,406

Clara Midco 1 Limited

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

| 11 | Taxation

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

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Current taxation |  |
UK corporation tax adjustment to prior periods | (27,923) | (93,087)
Deferred taxation |  |
Arising from origination and reversal of timing differences | 322,529 | 537,981
Tax expense in the income statement | 294,606 | 444,894

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

| Year ended 31 October 2025 £ | 13 June 2023 to 31 October 2024 £
Loss before tax | (1,744,280) | (13,203,655)
Corporation tax at standard rate | (436,070) | (3,300,914)
Decrease in UK and foreign current tax from adjustment for prior periods | (27,923) | -
Tax increase from effect of capital allowances and depreciation | 530,101 | 814,668
Effect of expense not deductible in determining taxable profit (tax loss) | 868,229 | 1,857,709
Tax decrease from effect of unrelieved tax losses carried forward | - | (616,478)
Tax (decrease)/increase arising from group relief | (639,731) | 1,689,909
Total tax charge | 294,606 | 444,894

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Excess of taxation allowances over depreciation on fixed assets | 2,136,428
Losses carried forward | (976,326)
| 1,160,102

2024 | Liability £
Excess of taxation allowances over depreciation on fixed assets | 1,455,097
Losses carried forward | (616,733)
Short term timing differences | (791)
| 837,573

Clara Midco 1 Limited

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

| 12 | Intangible assets

Group

| Goodwill £
Cost or valuation
At 1 November 2024 and 31 October 2025 | 73,101,740
Amortisation
At 1 November 2024 | 4,986,941
Amortisation charge | 3,655,087
At 31 October 2025 | 8,642,028
Carrying amount
At 31 October 2025 | 64,459,712
At 31 October 2024 | 68,114,799

Clara Midco 1 Limited

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

| 13 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 November 2024 | 24,721,575 | 1,522,787 | 1,233,914 | 27,478,276
Capital goods scheme adjustment | (252,030) | - | - | (252,030)
Additions | 8,909,799 | 494,515 | 618,923 | 10,023,237
Disposals | (690,170) | (89,879) | (155,092) | (935,141)
At 31 October 2025 | 32,689,174 | 1,927,423 | 1,697,745 | 36,314,342
Depreciation
At 1 November 2024 | 14,918 | 559,791 | 448,148 | 1,022,857
Charge for the year | 1,796,514 | 386,496 | 358,534 | 2,541,544
Eliminated on disposal | - | (89,454) | (118,833) | (208,287)
At 31 October 2025 | 1,811,432 | 856,833 | 687,849 | 3,356,114
Carrying amount
At 31 October 2025 | 30,877,742 | 1,070,590 | 1,009,896 | 32,958,228
At 31 October 2024 | 24,735,869 | 962,996 | 785,766 | 26,484,631

Following the change in requirements for VAT on the provision of education, the relevant parts of the Group have registered for VAT and taken advantage of the ability to reclaim input VAT under the capital goods scheme. The resulting receipt has been treated as a reduction in the cost of the relevant assets.
Land and buildings
Included within the net book value of £30,877,742 (2024 - £24,735,869) is £30,833,889 (2024 - £24,719,452) in respect of freehold land and buildings and £43,853 (2024 - £16,417) in respect of leasehold improvements.
Hire purchase agreements
Included within the net book value of £32,958,228 (2024 - £26,484,631) is £1,009,896 (2024 - £785,766) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the period in respect of such assets amounted to £358,534 (2024 - £350,093).

Clara Midco 1 Limited

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

| 14 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 1 | 1

Subsidiaries | £
Cost and carrying amount
At 1 November 2024 and at 31 October 2025 | 1

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Clara Midco 2 Limited | England and Wales | Ordinary | 100% | 100%
Clara Bidco Limited | England and Wales | Ordinary | 100% | 100%
Project PT Topco Limited | England and Wales | Ordinary | 100% | 100%
Project PT Bidco Limited | England and Wales | Ordinary | 100% | 100%
Bright Futures Care Limited | England and Wales | Ordinary | 100% | 100%
Willow Tree Park Property Limited | England and Wales | Ordinary | 100% | 100%

Subsidiary undertakings
Clara Midco 2 Limited The principal activity of Clara Midco 2 Limited is that of a holding company.
Clara Bidco Limited The principal activity of Clara Bidco Limited is that of a holding company.
Project PT Topco Limited The principal activity of Project PT Topco Limited is that of a holding company.
Project PT Bidco Limited The principal activity of Project PT Bidco Limited is that of a holding company.
Bright Futures Care Limited The principal activity of Bright Futures Care Limited is the provision of residential care and/or education for high acuity children and adults with autism, complex needs and learning disabilities.
Willow Tree Park Property Limited The principal activity of Willow Tree Park Property Limited is the management of a property used by Bright Futures Care Limited.

Clara Midco 1 Limited

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

| 15 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 3,655,507 | 2,689,873 | - | -
Amounts owed by related parties | 23 | 117,351 | 35,030 | - | -
Other debtors |  | 196,876 | 68,256 | - | -
Prepayments and accrued income |  | 868,273 | 726,573 | - | -
Derivative financial instrument |  | 6 | 42,338 | - | -
|  | 4,838,013 | 3,562,070 | - | -

| 16 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 17 | 418,954 | 308,478 | - | -
Trade creditors |  | 585,392 | 479,825 | - | -
Amounts due to group undertakings | 23 | 78,163,333 | 78,163,333 | - | -
Social security and other taxes |  | 669,222 | 435,112 | - | -
Other payables |  | 631,764 | 446,209 | - | -
Accruals |  | 2,198,098 | 1,904,627 | - | -
Deferred income |  | 1,925,097 | 1,291,364 | - | -
|  | 84,591,860 | 83,028,948 | - | -
Due after one year |  |  |  |  |
Loans and borrowings | 17 | 35,335,059 | 30,927,212 | - | -

Clara Midco 1 Limited

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

| 17 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Hire purchase contracts | 418,954 | 308,478 | - | -

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 34,747,386 | 30,465,619 | - | -
Hire purchase contracts | 587,673 | 461,593 | - | -
| 35,335,059 | 30,927,212 | - | -

The bank borrowings are secured by a debenture creating a fixed and floating charge over the assets of Clara Midco 2 Limited, Clara Bidco Limited, Project PT Topco Limited, Project PT Bidco Limited, Bright Futures Care Limited and Willow Tree Park Property Limited.
The total facility available is £45,000,000 split between three facilities which were agreed on 22 June 2023. The Acquisition facility incurs interest between 3.75% - 8.04% over SONIA and is repayable in full on the termination date of 22 December 2029. The Unitranche facility incurs interest between 3.75% - 8.04% over SONIA and is repayable in full on the termination date of 22 December 2029. The revolving facilities incur interest at 3.75% over SONIA and are repayable in full on the last day of its interest period with an ultimate termination date of 22 December 2029. All final repayment dates are subject to the group's compliance with banking covenants. Total bank loans outstanding excluding capitalised debt costs of £1,052,614 (2024 - £1,634,381) are £35,800,000 (2024 - £32,100,000).
The group has entered into an interest rate cap agreement with its bankers in respect of £30,000,000 of the bank loan which expires on 30 June 2026. The interest rate applicable to the hedged loan is a 5.25% cap on base rate. As at 31 August 2025 the fair value of the financial instrument was a gain of £6 (2024 - £42,388) included in debtors, with a charge of £42,332 (2024 - £907,414) recognised in the profit and loss account.

| 18 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £590,174 (2024 - £614,922).

| 19 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £0.01 each | 1 | - | 1 | -

Clara Midco 1 Limited

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

| 20 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 418,954 | 308,478
Later than one year and not later than five years | 587,673 | 461,593
| 1,006,627 | 770,071

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 218,065 | 95,438
Later than one year and not later than five years | 808,554 | 266,670
Later than five years | 560,000 | -
| 1,586,619 | 362,108

The amount of non-cancellable operating lease payments recognised as an expense during the year was £112,825 (2024 - £144,940).

| 21 | Commitments

Group

Capital commitments

The total amount contracted for but not provided in the financial statements was £Nil (2024 - £956,426).

| 22 | Analysis of changes in net debt

Group

| At 1 November 2024 £ | Financing cash flows £ | Other non-cash changes £ | At 31 October 2025 £
Cash and cash equivalents |  |  |  |
Cash | 2,983,685 | 159,949 | - | 3,143,634
Borrowings |  |  |  |
Bank borrowings (gross of debt costs) | (32,100,000) | (3,700,000) | - | (35,800,000)
Finance lease liabilities | (770,071) | 382,366 | (618,922) | (1,006,627)
| (32,870,071) | (3,317,634) | (618,922) | (36,806,627)
Total net debt | (29,886,386) | (3,157,685) | (618,922) | (33,662,993)

Other non-cash changes consist of assets acquired under finance leases.

Clara Midco 1 Limited

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

| 23 | Related party transactions

Group

Summary of transactions with key management

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

| 24 | Parent and ultimate parent undertaking

The company's immediate parent is Clara Topco Limited, incorporated in Jersey.
The ultimate controlling party is Charme Capital Partners Limited.