Orbis Education And Care Midco Limited - Period Ending 2022-08-31
Orbis Education And Care Midco Limited - Period Ending 2022-08-31
Registration number:
for the
Year Ended 31 August 2022
Orbis Education And Care Midco Limited
Contents
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Company Information |
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Directors' Report |
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Strategic Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Orbis Education And Care Midco Limited
Company Information
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Directors |
K Fray J J Vellacott |
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Registered office |
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Bankers |
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Auditors |
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Orbis Education And Care Midco Limited
Directors' Report for the Year Ended 31 August 2022
The directors present their report and the financial statements for the year ended 31 August 2022.
Directors of the company
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Future developments
The external environment is expected to remain competitive going forward, however, the directors are confident that the group to which the company belongs will continue to improve the current level of performance in the future.
Going concern
The company's loan notes are subject to price and liquidity risk as disclosed in note 2 to the financial statements.
The financial statements have been prepared on a going concern basis on the assumption that support from fellow group companies and its financiers will continue to be forthcoming for the foreseeable future. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing financial statements.
Disclosure of information to the auditors
Each director has taken 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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Orbis Education And Care Midco Limited
Strategic Report for the Year Ended 31 August 2022
The directors present their strategic report for the year ended 31 August 2022.
Principal activity
The principal activity of the company is that of a holding company.
Fair review of the business
The results for the year, which are set out in the profit and loss account, show an operating loss of £1,420 (2021 - £14,433). At 31 August 2022, the company had total assets less current liabilities of £25,854,535 (2021 - £24,646,899). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Details of principal risks and uncertainties and key performance indicators are disclosed in the group financial statements of the company's parent company, Rubicone Topco Limited.
Approved by the
Director
Orbis Education And Care Midco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic 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 company and of the profit or loss of the company 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 has 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 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.
Orbis Education And Care Midco Limited
Independent Auditor's Report to the Members of Orbis Education And Care Midco Limited
Opinion
We have audited the financial statements of Orbis Education And Care Midco Limited (the 'company') for the year ended 31 August 2022, which comprise the Profit and Loss Account, Balance Sheet, 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 August 2022 and of its 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 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
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 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.
Orbis Education And Care Midco Limited
Independent Auditor's Report to the Members of Orbis Education And Care Midco 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:
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• |
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 |
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• |
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, 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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.
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.
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:
Orbis Education And Care Midco Limited
Independent Auditor's Report to the Members of Orbis Education And Care Midco Limited
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).
In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations. We determined that the most significant laws and regulations included UK GAAP, UK Companies Act 2006 and taxation laws.
• We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management, those responsible for legal and compliance procedures.
• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.
Audit procedures performed by the engagement team included:
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process. Detailed analysis of journals posted through the accounting system during the year to 31 August 2022 has been undertaken;
• Understanding the controls in place to prevent and detect fraud. Reliance was not placed on controls for the entirety of the audit, instead taking a substantive testing approach, however controls were in place to prevent fraud, and they appeared to be working effectively;
• Challenging assumptions and judgements made by management in its significant accounting estimates.
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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Orbis Education And Care Midco Limited
Profit and Loss Account for the Year Ended 31 August 2022
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Note |
2022 |
2021 |
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Turnover |
- |
- |
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Administrative expenses |
|
( |
|
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Exceptional items |
(4,000) |
(11,040) |
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
- |
( |
|
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
Orbis Education And Care Midco Limited
(Registration number: 10315968)
Balance Sheet as at 31 August 2022
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Note |
2022 |
2021 |
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Fixed assets |
|||
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Investments |
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|
|
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Current assets |
|||
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Debtors: Amounts falling due within one year |
1,140 |
1,140 |
|
|
Debtors: Amounts falling due after more than one year |
25,388,868 |
24,182,377 |
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|
Cash at bank and in hand |
|
|
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
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Creditors: Amounts falling due after more than one year |
36,497,623 |
34,691,873 |
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Capital and reserves |
|||
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Called up share capital |
|
|
|
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Profit and loss account |
( |
( |
|
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Shareholders' deficit |
( |
( |
|
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Total capital, reserves and long term liabilities |
25,854,535 |
24,646,899 |
Approved and authorised by the
Director
Orbis Education And Care Midco Limited
Statement of Changes in Equity for the Year Ended 31 August 2022
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 September 2021 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 31 August 2022 |
|
( |
( |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 September 2020 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 31 August 2021 |
|
( |
( |
Orbis Education And Care Midco Limited
Notes to the Financial Statements for the Year Ended 31 August 2022
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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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.
Exemption from preparing a cash flow statement
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company..
Name of parent of group
These financial statements are consolidated in the financial statements of Rubicone Topco Limited.
The financial statements of Rubicone Topco Limited may be obtained from Companies House.
Group accounts not prepared
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
These financial statements do not contain any significant judgements or estimation uncertainty. |
Orbis Education And Care Midco Limited
Notes to the Financial Statements for the Year Ended 31 August 2022
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.
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.
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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
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.
Financial instruments
Classification
Recognition and measurement
Orbis Education And Care Midco Limited
Notes to the Financial Statements for the Year Ended 31 August 2022
Financial instruments (continued)
Impairment
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.
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Exceptional items |
|
2022 |
2021 |
|
|
Non-recurring finance costs and professional fees |
4,000 |
11,040 |
|
Other interest receivable and similar income |
|
2022 |
2021 |
|
|
Group interest receivable |
1,209,055 |
1,158,787 |
|
Interest payable and similar expenses |
|
2022 |
2021 |
|
|
Interest expense on loan notes |
|
|
|
Interest payable on loans from group undertakings |
756,439 |
- |
|
|
|
Orbis Education And Care Midco Limited
Notes to the Financial Statements for the Year Ended 31 August 2022
|
Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2022 |
2021 |
|
|
Directors |
|
|
|
Directors' remuneration |
Director's remuneration has been borne by a related group company.
|
Auditors' remuneration |
|
2022 |
2021 |
|
|
Audit of the financial statements |
|
|
|
Taxation |
Tax charged/(credited) in the income statement
|
2022 |
2021 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
|
|
UK corporation tax adjustment to prior periods |
- |
|
|
- |
37,430 |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2021 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2022 |
2021 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
|
Tax decrease arising from group relief |
( |
( |
|
Total tax charge |
- |
|
Orbis Education And Care Midco Limited
Notes to the Financial Statements for the Year Ended 31 August 2022
|
Investments in subsidiaries |
|
2022 |
2021 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 September 2021 and at 31 August 2022 |
|
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 |
|
|
2022 |
2021 |
|||
|
Subsidiary undertakings |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
Subsidiary undertakings |
|
Orbis Education and Care Finco Limited The principal activity of Orbis Education and Care Finco Limited is |
|
Debtors |
|
2022 |
2021 |
|
|
Corporation tax asset |
|
|
|
Amounts owed by group undertakings |
25,388,868 |
24,182,377 |
|
|
|
|
|
Less non-current portion |
( |
( |
|
Total current trade and other debtors |
|
|
Details of non-current trade and other debtors
£25,388,868 (2021 - £24,182,377) of amounts owed by group undertakings is classified as non-current.
|
Creditors |
|
Note |
2022 |
2021 |
|
|
Due within one year |
|||
|
Accrued expenses |
|
|
|
|
Due after one year |
|||
|
Loans and borrowings (including accrued interest) |
- |
|
|
|
Amounts owed to group undertakings |
36,497,623 |
- |
|
|
36,497,623 |
34,691,873 |
Orbis Education And Care Midco Limited
Notes to the Financial Statements for the Year Ended 31 August 2022
|
Loans and borrowings |
|
2022 |
2021 |
|
|
Non-current loans and borrowings |
||
|
Other loans |
- |
|
|
Accruals |
- |
3,868,589 |
|
- |
|
|
During the year, loan notes were repaid in full as part of the change in onwership of the ultimate parent company completed in December 2021.
|
Share capital |
Allotted, called up and fully paid shares
|
2022 |
2021 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
467,400 |
|
467,400 |
|
Contingent liabilities |
The company is bound by an intra-group cross guarantee in respect of bank debt with other members of the group, headed by its ultimate parent undertaking, Rubicone Topco Limited. The amount guaranteed is £135,783,498 (2021 - £40,685,000).
|
Parent and ultimate parent undertaking |
The company's immediate parent company is
The ultimate parent company is
The ultimate controlling party is