Caseware UK (AP4) 2024.0.164 2024.0.164 2026-03-31 2026-03-31 As part of the group reorganisation of Raymond Brown New Topco Limited and the demerger of Raymond Brown Rookery Products Limited on 14 March 2025, £665,821 of Elysian Capital Il LP and £45,907 Elysian Executive Management LP’s preference shares were transferred from Raymond Brown New Topco Limited to Raymond Brown Rookery Holdco Limited. The company has preference shares on issue with a nominal value of £665,821 to Elysian Capital Il LP and £45,907 to Elysian Executive Management LP, with a coupon rate of 9% compounded per annum. Total preference share dividend payable during the period is £67,307 and the total amount outstanding at the period end is £67,307. The company and Elysian Capital II LP are related parties due to the existence of common members/directorships and because the private equity fund Elysian Capital Il LP and Elysian Capital Executive Management LP, which are managed by Elysian Capital LLP, own a controlling interest in Raymond Brown Rookery Holdco Limited. As part of the group reorganisation and demerger on 14 March 2025, £6,969 of Mr S Clasby’s preference shares were transferred to Raymond Brown Rookery Holdco Limited. Mr S Clasby is a Director of the company. These preference shares had an original nominal value of £6,969 and pay 9% dividends compounded per annum. Total preference share dividend payable during the period is £659 and the total amount outstanding at the period end is £659. The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.67966 67966 2024-11-04 16058082 in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated false false Activities of other holding companies not elsewhere classified 0 0 false false 16058082 2024-11-03 16058082 2024-11-04 2026-03-31 16058082 2023-11-04 2024-11-03 16058082 2026-03-31 16058082 1 2024-11-04 2026-03-31 16058082 1 2024-11-04 2026-03-31 16058082 e:CompanySecretary1 2024-11-04 2026-03-31 16058082 e:Director1 2024-11-04 2026-03-31 16058082 e:Director1 2026-03-31 16058082 e:Director2 2024-11-04 2026-03-31 16058082 e:Director2 2026-03-31 16058082 e:Director3 2024-11-04 2026-03-31 16058082 e:Director3 2026-03-31 16058082 e:Director4 2024-11-04 2026-03-31 16058082 e:Director4 2026-03-31 16058082 e:RegisteredOffice 2024-11-04 2026-03-31 16058082 d:CurrentFinancialInstruments 2026-03-31 16058082 d:Non-currentFinancialInstruments 2026-03-31 16058082 d:Non-currentFinancialInstruments 1 2026-03-31 16058082 d:ShareCapital 2024-11-04 2026-03-31 16058082 d:ShareCapital 2026-03-31 16058082 d:CapitalRedemptionReserve 2024-11-04 2026-03-31 16058082 d:CapitalRedemptionReserve 2026-03-31 16058082 d:CapitalRedemptionReserve 1 2024-11-04 2026-03-31 16058082 d:RetainedEarningsAccumulatedLosses 2024-11-04 2026-03-31 16058082 d:RetainedEarningsAccumulatedLosses 2026-03-31 16058082 d:RetainedEarningsAccumulatedLosses 1 2024-11-04 2026-03-31 16058082 e:OrdinaryShareClass1 2024-11-04 2026-03-31 16058082 e:OrdinaryShareClass1 2026-03-31 16058082 e:OrdinaryShareClass2 2024-11-04 2026-03-31 16058082 e:OrdinaryShareClass2 2026-03-31 16058082 e:OrdinaryShareClass3 2024-11-04 2026-03-31 16058082 e:OrdinaryShareClass3 2026-03-31 16058082 e:PreferenceShareClass1 2024-11-04 2026-03-31 16058082 e:PreferenceShareClass1 2026-03-31 16058082 e:FRS102 2024-11-04 2026-03-31 16058082 e:Audited 2024-11-04 2026-03-31 16058082 e:FullAccounts 2024-11-04 2026-03-31 16058082 e:PrivateLimitedCompanyLtd 2024-11-04 2026-03-31 16058082 d:EntityControlledByKeyManagementPersonnel1 2024-11-04 2026-03-31 16058082 d:EntityControlledByKeyManagementPersonnel1 2026-03-31 16058082 d:EntityControlledByKeyManagementPersonnel2 2024-11-04 2026-03-31 16058082 d:EntityControlledByKeyManagementPersonnel2 2026-03-31 16058082 d:Subsidiary1 2024-11-04 2026-03-31 16058082 d:Subsidiary1 1 2024-11-04 2026-03-31 16058082 2 2024-11-04 2026-03-31 16058082 6 2024-11-04 2026-03-31 16058082 d:ShareCapital 1 2024-11-04 2026-03-31 16058082 f:PoundSterling 2024-11-04 2026-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 16058082 RAYMOND BROWN ROOKERY HOLDCO LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026
RAYMOND BROWN ROOKERY HOLDCO LIMITED
COMPANY INFORMATION
Directors | S Clasby
| J Cunningham
| W Roberts
Company secretary | W Roberts
Registered number | 16058082
Registered office | 2nd Floor, Fryern House
| Winchester Road
| Chandler's Ford
| Eastleigh
| SO53 2DR
Independent auditor | Grant Thornton UK LLP
| Chartered Accountants & Statutory Auditor
| 1st Floor
| One Valpy
| 20 Valpy Street
| Reading
| RG1 1AR
RAYMOND BROWN ROOKERY HOLDCO LIMITED
CONTENTS
| Page
Directors' Report | 1 - 2
Independent Auditor's Report | 3 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 19
RAYMOND BROWN ROOKERY HOLDCO LIMITED
DIRECTORS' REPORT FOR THE PERIOD ENDED 31 MARCH 2026 The company was incorporated on 4 November 2024 and the directors present the first period accounts for the 17 month period to 31 March 2026.
Directors
The directors who served during the period, and up to the date of signing this report, were:
S Clasby (appointed 4 November 2024)
J Cunningham (appointed 4 November 2024)
W Roberts (appointed 4 November 2024)
E Brett (appointed 4 November 2024, resigned 12 June 2025)
Directors' Responsibilities Statement
The directors are responsible for preparing the 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). 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 and profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Qualifying third party indemnity provisions
The company purchased and maintained appropriate insurance cover in respect of Directors' and Officers' liabilities.
Subsequent events
There are no subsequent events to report. Page 1
RAYMOND BROWN ROOKERY HOLDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2026
Disclosure of information to auditor
The directors confirm that: ∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and ∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Auditor
The auditor, Grant Thornton UK LLP, was appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
W Roberts Director
Date: 4 August 2026
Page 2
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN ROOKERY HOLDCO LIMITED
Opinion
We have audited the financial statements of Raymond Brown Rookery Holdco Limited (the 'company') for the period from 4 November 2024 to 31 March 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 company's affairs as at 31 March 2026 and of its loss for the period then ended; ∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern. In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as cost push inflation and the global supply chain crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period. Page 3
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN ROOKERY HOLDCO LIMITED (CONTINUED) Conclusions relating to going concern (continued) 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.
Other information
The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. 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 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 themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements. Page 4
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN ROOKERY HOLDCO LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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 Directors' Report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the 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; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 company or to cease operations, or have no realistic alternative but to do so. Page 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN ROOKERY HOLDCO LIMITED (CONTINUED)
Auditor's 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: ∙The company is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. To understand these we enquired with management, and those charged with governance, concerning the company's policies and procedures relating to: −the identification, evaluation and compliance with laws and regulations; −The detection and response to the risks of fraud; and −The establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations; ∙We enquired whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. We corroborated the results of our enquiries to relevant supporting documentation. ∙We identified whether there is a culture of honesty and ethical behaviour and whether there is a strong emphasis on the prevention and deterrence of fraud. ∙We obtained an understanding of the legal regulatory frameworks that are applicable to the company and determined that the most significant laws and regulations which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks, being FRS 102 and the Companies Act 2006. ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. ∙The engagement team's assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. ∙We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risks were in relation to: Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN ROOKERY HOLDCO LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) −journal entries, with a focus on manual journals, including those with unusual account combinations or those posted by inappropriate users; and −potential management bias in determining significant estimates and judgements, particularly in relation to the impairment of certain assets and calculating the fair value of certain financial assets. ∙Our audit procedures involved: −evaluation of the design effectiveness of controls that management has in place to prevent and detect fraud; −identifying unusual or high-risk journals to investigate and verify, including credit postings to expenses accounts and postings by inappropriate users; −challenging assumptions and judgements made by management in its significant accounting estimates and judgements; and −considering whether audit evidence obtained was consistent with our wide understanding of the business. ∙No evidence of management override of controls was identified from our journal testing. ∙In addition, we completed audit procedures to conclude on the compliance of disclosures in the financial statements with applicable financial reporting requirements. ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; ∙The engagement partner's assessment of whether the engagement team collectively the appropriate competence and capabilities had to identify or recognize non-compliance with laws and regulations. ∙Assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's; −Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; −Knowledge of the industry in which the entity operations; and −Understanding of the legal and regulatory requirements specific to the entity. ∙We did not identify any matters relating to non-compliance with laws and regulations and fraud, or any such instances communicated to the audit team. 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. Page 7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN ROOKERY HOLDCO LIMITED (CONTINUED) 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. Andrew Wood BA ACA Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Reading Date: 4 August 2026 Page 8
RAYMOND BROWN ROOKERY HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MARCH 2026
| 17 month period ended 31 March
| 2026
Note | £
Impairment of investment | 6 | (506,776)
Interest receivable and similar income |  | 34,762
Interest payable and similar expenses |  | (78,085)
Loss before tax |  | (550,099)
Tax on loss |  | -
Loss for the financial period |  | (550,099)
There were no recognised gains and losses for 2026 other than those included in the Statement of Comprehensive Income.
There was no other comprehensive income for 2026.
The notes on pages 12 to 19 form part of these financial statements.
Page 9
RAYMOND BROWN ROOKERY HOLDCO LIMITED REGISTERED NUMBER:16058082
STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2026
|  | 31 March 2026
Note |  | £
Fixed assets |  |  |
Investments | 6 |  | 2,852,810
Current assets |  |  |
Debtors: amounts falling due within one year | 7 | 1 |
Total assets less current liabilities |  |  | 2,852,811
Creditors: amounts falling due after more than one year | 8 |  | (943,162)
Net assets |  |  | 1,909,649
Capital and reserves |  |  |
Called up share capital | 9 |  | 2,440,302
Capital redemption reserve | 10 |  | 19,446
Profit and loss account | 10 |  | (550,099)
Total equity |  |  | 1,909,649
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
W Roberts
Director
Date: 4 August 2026
The notes on pages 12 to 19 form part of these financial statements. Page 10
RAYMOND BROWN ROOKERY HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2026
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
Comprehensive loss for the period |  |  |  |
Loss for the period | - | - | (550,099) | (550,099)
Contributions by and distributions to owners |  |  |  |
Shares issued during the period | 2,460,156 | - | - | 2,460,156
Shares cancelled during the period | (19,854) | - | - | (19,854)
Buy back of shares | - | 19,446 | - | 19,446
Total transactions with owners | 2,440,302 | 19,446 | - | 2,459,748
At 31 March 2026 | 2,440,302 | 19,446 | (550,099) | 1,909,649
| The notes on pages 12 to 19 form part of these financial statements.
Page 11
RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026
1. | General information
Raymond Brown Rookery Holdco Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 16058082, and its registered head office is located at 2nd Floor, Fryern House Winchester Road, Chandler's Ford, Eastleigh, SO53 2DR. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The company is exempt from the requirement to prepare consolidated financial statements as the company, and the group it heads, is subject to the small companies regime in accordance to section 399 of the Companies Act 2006.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The company is a holding company with no significant trading activities. It meets its limited day-to-day working capital requirements through funds provided by its subsidiary. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 12
RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.7 | Financial instruments
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 Statement of Financial Position 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 within the operating cycle fall into this category of financial instruments. Impairment of investments At the end of each reporting period investments measured at amortised cost are assessed for objective evidence of impairment. If an investment is impaired the impairment loss is the difference between the carrying amount and recoverable amount. The impairment loss is recognised in profit or loss. Investment assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the investment have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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. Page 13
RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Basic financial liabilities (continued) 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. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. Page 14
RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained. Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following: Critical judgements in applying the entity’s accounting policies In the process of applying the company’s accounting policies, which are described in Note 2 above, management has made the following judgements that have the most significant impact on the amounts recognised in the financial statements. Impairment of non-financial assets (Note 6) Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value of the non financial asset less costs to sell. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction on similar assets or observable market prices less incremental costs for disposing of the asset.
4. | Employees
| The company has no employees other than the directors.
5. | Directors remuneration
None of the directors received any emoluments in respect of their qualifying services to the company. In the prior year and up until the 14 March 2025, being the date at which the company was demerged from Binder Holdco Limited Group, directors were remunerated by other companies other group companies. Page 15
RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026
6. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 4 November 2024 (on incorporation) | -
| Additions | 3,359,586
| Impairment | (506,776)
| At 31 March 2026 | 2,852,810
| Net book value |
| At 31 March 2026 | 2,852,810
| The Investment in subsidiary company additions include £3,285,851 relating to the demerger of Raymond Brown Rookery Properties Limited on 14 March 2025 and further £73,735 in relation to the Opera Exit fee, which relates to debt funding provided by Opera Finance International S.A., and which was transferred to the company as part of the same demerger. The Impairment arises as a result of a revision of the carrying value of the investment in the subsidiary at 31 March 2026.
| Subsidiary undertaking
| The following was a direct subsidiary undertaking of the company:
| Name | Registered office | Class of shares | Holding
| Raymond Brown Rookery Properties Limited | 2nd Floor, Fryern House Winchester Road, Chandler's Ford, Eastleigh, SO53 2DR | Ordinary | 100%
7. | Debtors: amounts falling due within one year
|  |  |  |  | 31 March 2026
|  |  |  |  | £
| Other debtors | 1
Page 16
RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026
8. | Creditors: amounts falling due after more than one year
|  |  |  |  | 31 March 2026
|  |  |  |  | £
| Amounts owed to group undertakings | 408
| Preference shares dividends payable | 78,085
| Other creditors | 38,974
| Preference shares treated as debt | 825,695
|  | 943,162
| Dividends are accrued on the Preference Shares at a rate of 9% p.a.. Other creditors is made up of the Opera Exit fee which relates to debt funding provided by Opera Finance International S.A. to the Binder Holdco Limited group. The liability was transferred to the company when Raymond Brown Rookery Properties Limited, was transferred to the company under the demerger from Raymond Brown New Topco Limited on 14 March 2025.
9. | Share capital
|  |  |  |  | 31 March 2026
|  |  |  |  | £
| Shares classified as equity
|  | Allotted, called up and fully paid |
|  | 2,163,360 A Ordinary shares of £1.00 each | 2,163,360
|  | 276,916 B Ordinary shares of £1.00 each | 276,916
|  | 26 C Ordinary shares of £1.00 each | 26
|  |  | 2,440,302
|  |  |  |  | 31 March 2026
|  |  |  |  | £
| Shares classified as debt
|  | Allotted, called up and fully paid |
|  | 393,668 Preference shares of £2.0974 each | 825,695
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RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026 9.Share capital (continued)
| At incorporation on 4 November 2024, 100 A Ordinary shares were issued with a nominal value of £0.01 per share. On 14 March 2025 2,163,359 A Ordinary shares, 296,770 B Ordinary shares and 26 C Ordinary shares, were all issued with a nominal value of £1.00 per share. 393,668 preference shares were also issued on the same date with a nominal value of £2.097437969 per share. On 21 January 2026 19,854 B Ordinary shares were cancelled.
10. | Reserves
The company's capital and reserves are as follows: Capital redemption reserve A non-distributable reserve, following the redemption or purchase of the company’s own shares. Profit and loss account The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the company, including distributions to, and contributions from, the parent company.
11. | Related party transactions
| As part of the group reorganisation of Raymond Brown New Topco Limited and the demerger of Raymond Brown Rookery Products Limited on 14 March 2025, £665,821 of Elysian Capital Il LP and £45,907 Elysian Executive Management LP’s preference shares were transferred from Raymond Brown New Topco Limited to Raymond Brown Rookery Holdco Limited. The company has preference shares on issue with a nominal value of £665,821 to Elysian Capital Il LP and £45,907 to Elysian Executive Management LP, with a coupon rate of 9% compounded per annum. Total preference share dividend payable during the period is £67,307 and the total amount outstanding at the period end is £67,307. The company and Elysian Capital II LP are related parties due to the existence of common members/directorships and because the private equity fund Elysian Capital Il LP and Elysian Capital Executive Management LP, which are managed by Elysian Capital LLP, own a controlling interest in Raymond Brown Rookery Holdco Limited. As part of the group reorganisation and demerger on 14 March 2025, £6,969 of Mr S Clasby’s preference shares were transferred to Raymond Brown Rookery Holdco Limited. Mr S Clasby is a Director of the company. These preference shares had an original nominal value of £6,969 and pay 9% dividends compounded per annum. Total preference share dividend payable during the period is £659 and the total amount outstanding at the period end is £659. The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.
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RAYMOND BROWN ROOKERY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2026
12. | Subsequent events
There are no subsequent events to report.
13. | Controlling party
At 31 March 2026, the company was controlled by Elysian Capital II LP (Registered in England and Wales) on the basis that it holds a controlling interest in the voting rights of Raymond Brown Rookery Holdco Limited.
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