RCB Bonds PLC

Financial Statements

for the year ended 31 August 2025

Registered number: 8940313

RCB Bonds PLC

Contents of the Financial Statements

for the year ended 31 August 2025

Contents

	Page
Reference and Administrative Details	3
Strategic Report	4
Directors' Report	7
Report of the Independent Auditor	10
Statement of Comprehensive Income	16
Statement of Financial Position	17
Statement of Changes in Equity	18
Statement of Cash Flows	19
Notes to the Financial Statements	20

RCB Bonds PLC

Reference and Administrative Details

for the year ended 31 August 2025

DIRECTORS:	John Tattersall (Chairman, Chairman of Nomination
	Committee)
	Ian Coleman (Member of Audit Committee, Review
	Committee and Nomination Committee)
	Thomas Hackett (Chairman of Review Committee and
	Member of Audit Committee) (resigned 10 July 2025)
	Timothy Jones (Member of Nomination Committee)
	Philip Wright (Chairman of Audit Committee)
	Clare Bates (Member of Review Committee and
	Nomination Committee)
	Naomi Roper (Member of Review Committee and
	Nomination Committee)
	Amelie Montague (Member of Review Committee)
	Ram Goyal (resigned 4 December 2024)

SECRETARY:	Allia Bond Services Limited (appointed 28 April 2025)
	Jane Thompson (resigned 28 April 2025)

REGISTERED OFFICE:	Future Business Centre
	King's Hedges Road
	Cambridge
	CB4 2HY

COMPANY NUMBER:	8940313

AUDITOR:	Price Bailey LLP
	Tennyson House
	Cambridge Business Park
	Cambridge
	CB4 0WZ

PRINCIPAL BANKERS:	National Westminster Bank plc
	135 Bishopsgate
	London
	EC2M 3UR

SOLICITORS	Linklaters LLP
	One Silk Street
	London
	EC2Y 8HQ

RCB Bonds PLC

Strategic Report

for the year ended 31 August 2025

Summary and highlights

Results

The Directors present their Annual Report and audited financial statements for the year to 31 August 2025.

The results of RCB Bonds PLC (the “Company”) are set out on page 16. The articles of the Company do not permit the payment of a dividend.

Business model and strategy

RCB Bonds PLC is a special purpose vehicle created by Allia Ltd, a national charity that seeks to support organisations creating positive impact. The Company's objectives are issuing bonds and using the proceeds to make or acquire loans to charities and ethical companies in the United Kingdom for the purpose of promoting social and/or environmental impact. It will not engage in any activities which are not related to this purpose.

The Company is governed by an independent Board of Directors, acting on a pro-bono basis, who will review applications by appropriate established organisations seeking loan finance.

As a special purpose issuing vehicle it has no employees and all management and administrative services are carried out under a services agreement by Allia Bond Services Limited (“ABS”), a wholly-owned subsidiary of Allia C&C Ltd (“Allia C&C”), which is itself a subsidiary of Allia Ltd.

The Company's articles do not permit the distribution of profit. The shares of the Company are principally held by RC Bond Holdings Ltd, an independent holding company.

One special share is held by Allia Ltd which provides that the articles of the Company cannot be changed without the consent of Allia Ltd.

Business review

The company made a profit after tax of £3k (2024: £4k).

On 2 April 2025 the Company sold £8m of the 4.5% bonds due 2026 secured on a loan to Belong Limited (“Belong”) that had been retained by the Company. At the same time a further £8m was advanced to Belong under the loan on which the Belong bonds are secured.

On 30 April 2025 Hightown Housing Association repaid its loan from the Company, and the Company accordingly redeemed the £27m 4.4% bonds due 2025 in full.

On 7 July 2025 the Company issued £40m 7.50% bonds, due 2030 (including retained bonds) secured on a loan (the “Belong 2030 Loan”) to Belong Limited (“Belong”) (the “Belong 2030 Bonds”). The total principal amount of Belong 2030 Bonds retained was £11m.

On 9 July 2025, Belong purchased £28m of the Company's 4.5% bonds due 2026 secured on a loan to Belong Limited (the “Belong 2026 Bonds”), which were immediately surrendered for cancellation and the corresponding amount of the relevant loan to Belong (the “Belong 2026 Loan”) was deemed to be repaid. Accordingly, the outstanding amount of Belong 2026 Bonds and the outstanding balance on the Belong 2026 Loan were both

RCB Bonds PLC

Strategic Report

for the year ended 31 August 2025

reduced to £22m.

Between 21 July 2025 and 28 August 2025 the Company sold £1.25m of the Belong 2030 Bonds that had been retained by the Company. Upon each sale, a corresponding amount was advanced to Belong under the Belong 2030 Loan. Accordingly, the outstanding balance under the Belong 2030 Loan as at 31 August 2025 was £30.25m.

The balance sheet position at year end shows net assets of £76k (2024: £73k).

ABS continued to undertake all activities relating to administration and management. Allia C&C has responsibility to act as origination manager to identify further suitable borrowers who would benefit from being able to access finance through an issue of bonds by the Company.

Key performance indicators

The entity operates as a funding vehicle. As such has no specific key performance indicators and its annual objective is to break even.

Principal risks and uncertainties

The principal risk for the Company is the credit risk, discussed below.

Financial risk management

The Company has considered the following financial risks:

	•	*Interest rate risk*
		As at 31 August 2025 100% of the Company's debt was on fixed rate terms. There is no intention to repay any debt prior to maturity; therefore, any movement in the market value of debt due to changes in interest rates is not deemed material to the ongoing operations of the Company.
	•	*Liquidity risk*
		The Company actively lends the full amount of the loans it borrows, thus it has assets to fully offset its liabilities and interest receivable to offset its interest payable.
	•	*Credit risk*
		The Company is reliant on the interest paid on its loans to fund the interest owing to bondholders. The Company's rights to receive payments from the borrowers under the loans and certain related assets under the issue documents for the bonds (the “Charged Assets”) are charged as security for the benefit of the investors in each series of bonds. As each bond prospectus stipulates that the obligations of the Company to pay amounts due on the bonds are limited to the relevant Charged Assets, the bondholders do not have recourse to any general assets of the Company and the risk of default by the borrowers is fully borne by the investors in the bonds. However, the Company notes that a default by a borrower could affect its ability to raise finance through future bond issues.

Operational risks

Since the Company has no employees, it relies entirely on ABS to provide management and administrative services. Any disruptions in the servicing arrangements could have an

RCB Bonds PLC

Strategic Report

for the year ended 31 August 2025

adverse effect on the Company. Having considered the complexity and volume of the transactions and the capability of ABS, this risk is judged to be low.

Governance and compliance risks

ABS administers the payment of its own fee; all such fees are reviewed and approved by the Board. There are also a number of risks associated with compliance with applicable regulations and listing rules; the Directors are satisfied that such risks are appropriately managed by ABS.

Future outlook

The Directors are satisfied with the results in the year and expect future performance to continue on the same basis.

The Company expects to issue further bonds in the next twelve months and beyond.

S172 statement

Throughout the year the Board of Directors has given consideration during its discussions and decision-making of the matters set out in section 172 of the Companies Act 2006. Set out below is a description of how the Directors have had regard to the matters set out in section 172 (1) when performing their duties under section 172.

The Company is a special purpose vehicle; its only business is issuing bonds and using the proceeds to make or acquire loans to charities and ethical companies in the United Kingdom for the purpose of promoting social and/or environmental impact, and other related activities.

The Company has no employees and therefore there are no matters relevant in this regard.

Allia C&C, part of the Allia group, provides debt advisory and arranging services, and arranges bond issues on behalf of borrowers. It acts as lead manager on new issues and also supports secondary market trading of bonds for institutional and professional investors.

As the Board of Directors, our intention is to behave responsibly and ensure that ABS operates the business for the Company in a responsible manner, operating within the high standards of business conduct and good governance expected for this special purpose vehicle.

The Company is a wholly-owned subsidiary of RC Bond Holdings Limited, and the Directors believe that, in the course of business for the year, the Company has acted fairly and transparently in the interests of the parent company.

By order of the Board

John Tattersall

Chairman

Date: 08 / 12 / 2025

RCB Bonds PLC

Directors' Report

for the year ended 31 August 2025

Incorporation

The Company was incorporated in England and Wales on 14 March 2014. Its ultimate parent undertaking is RC Bond Holdings Limited.

Consumption by the Company is less than 40,000 kWh of energy, therefore a statement of greenhouse gas emissions, energy consumption and energy efficiency disclosures is not given for that reason.

Principal activities

The principal activity of the Company is to act as a special purpose vehicle for the purpose of issuing bonds and using the proceeds to make or acquire loans to charities and ethical companies in the United Kingdom for the purpose of promoting social and/or environmental impact. It will not engage in any other unrelated business activity.

The Directors of the Company who have served during the year and to the date of the financial statements are:

	John Tattersall (Chairman, Chairman of Nomination Committee)
	Ian Coleman (Member of Audit Committee, Review Committee and Nomination Committee)
	Thomas Hackett (Chairman of Review Committee and Member of Audit Committee) (resigned 10 July 2025)
	Timothy Jones (Member of Nomination Committee)
	Philip Wright (Chairman of Audit Committee)
	Clare Bates (Member of Review Committee and Nomination Committee)
	Naomi Roper (Member of Review Committee and Nomination Committee)
	Amelie Montague (Member of Review Committee)
	Ram Goyal (resigned 4 December 2024)

Independent auditor

The auditor, Price Bailey LLP, has expressed its willingness to continue in office, and a resolution for the reappointment of Price Bailey LLP as auditor will be proposed at the forthcoming annual general meeting of the Company.

Directors' remuneration

None of the Directors received any remuneration from the Company.

Directors' insurance

The Company has purchased insurance against Directors' liability for the benefit of the Directors of the Company.

Corporate Governance Statement

Internal control

The Board has established three committees:

	1.	The Review Committee is responsible for reviewing all loans to be made by the Company and recommending them to the Board for approval, and for recommending to the Board for approval any bond issues and the particular disclosures to be made in the relevant prospectus.
	2.	The Audit Committee is responsible for the Company's relationship with its external auditors, including advising the Board on selection and remuneration, and for reviewing of the financial statements and the operation of its internal controls as carried out on its behalf by ABS.

RCB Bonds PLC

Directors' Report

for the year ended 31 August 2025

The Nomination Committee is responsible for considering the appointment of directors of the Company and making recommendations to the Board.

The Company regards the successful identification, monitoring and control of risk as an essential part of its operations. To do so, it relies on the following procedures carried out by ABS on its behalf:

	•	All relevant details for each bond issue, such as amounts, contract details, timings are documented and confirmed within ABS and by the relevant borrower. At the same time a schedule of all transactions relating to the life of the bonds is prepared and agreed by all parties.
	•	Separate bank accounts are maintained for each series of bonds and also to separate general transactions from retained profits. All accounts are operated online with the usual bank security provisions, with dual authorisation required for any payment.
	•	Every bank account is reconciled monthly.
	•	Payments of bond interest and principal are made through a professional paying agent.
	•	All accounting entries are recorded on Sage 200, which is provided with a full support package and which is backed up regularly. Appropriate anti-virus software is installed and updated as required.

Strategic Report

The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out in the Company's strategic report information required by schedule 7 of the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' Report. It has done so in respect of its review of financial risk management and future outlook. The Company has no direct relationships other than ABS and it relies on ABS to foster business relationships with suppliers, customers and others.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Strategic Report and 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). 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 then apply them consistently.
	•	make judgments and accounting estimates that are reasonable and prudent.
	•	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
	•	prepare the financial statements on a going-concern basis, unless it is inappropriate to presume that the company will continue in operation.

The Directors are responsible for keeping adequate accounting records that are sufficient

RCB Bonds PLC

Directors' Report

for the year ended 31 August 2025

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.

Directors' statement pursuant to the Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed in the principal activities section above, confirm that, to the best of each person's knowledge:

	(a)	The financial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
	(b)	The strategic report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In accordance with Section 418 of the Companies Act 2006, each Director in office at the date of the Directors' Report confirms that:

	(a)	so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
	(b)	they have taken all 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.

On behalf of the Board

John Tattersall

Chairman

Date: 08 / 12 / 2025

Independent Auditor's Report to the Members of RCB Bonds PLC

Independent Auditor's Report to the Members of RCB Bonds plc

Opinion

We have audited the financial statements of RCB Bonds plc (the ‘company') for the year ended 31 August 2025 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes to the financial statements, including 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 2025 and of its profit 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 as applied to listed public interest entities, 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.

Summary of our audit approach

Key audit matters: Accounting for bond issues, corresponding loans and revenue recognition

Materiality for the entity was determined with reference to revenue as it provides a stable measure. Overall materiality: £198,000

Performance materiality: £99,000

In designing our audit we considered the nature of the entity our understanding of their systems and controls, and the risks identified and applied materiality to identify the areas and level of audit work to complete. We focused the audit on the key audit matters and also considered the risk of management over-ride and the significant accounting estimates. During our audit we consider whether any matters are identified which may change our risk assessment and therefore the audit work we need to perform.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we

Independent Auditor's Report to the Members of RCB Bonds PLC

identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit and the directing of efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Accounting for bond issues and corresponding loans

Key audit Matter description	Each bond and loan is assessed and categorised as either a “basic” or “non-basic” financial instrument under FRS 102. There is a risk that a bond issue is incorrectly categorised and therefore not included in the financial statements on an appropriate basis. All bonds and loans issued by the company to date have been classified as “basic” financial instruments and accounted for at amortised cost using the effective interest rate method in accordance with the accounting policy set out in note 1, and disclosed in notes 4 and 6. There is also a risk that bonds are incorrectly valued, its inaccurate or incomplete inputs potentially being included in the effective interest rate calculation, which loans and bonds are discounted by. There is also a risk that loans may not be fully recoverable.
How the	Our response to the risk included:
matter was	•	reviewing the categorisation of the bonds as “basic” or “non- basic” financial
addressed in		instruments under FRS 102;
the audit	•	considering the appropriateness of the accounting treatment;
	•	reviewing the amortised cost calculations to value the bonds by considering the terms of the issues by reference to signed documentation, agreeing receipts and costs to supporting documentation and checking formulaic of the calculations;
	•	considering whether appropriate disclosures have been made;
	•	reviewing the loans to the charities/ethical companies and considering recoverability.
Key observations	The carrying value of the bonds are considered to be appropriate, with appropriate disclosure having been made in the financial statements. We also conclude that bonds and loans are correctly classified as basic financial instruments.

Revenue recognition

Key audit Matter description	In our assessment of audit risk, we determined that the completeness and cut off of revenue gives rise to a significant risk of material misstatement. The principal source of revenue for the company is the fees for the arrangement of bond issues including fees incurred on behalf of borrowers for legal costs, and for the servicing of existing bonds. The risk is that income has failed to be recognised in the appropriate period and subsequently revenue has not been recognised in line with the accounting policy.
How the matter was addressed in the audit	We focussed on the timing of revenue recognition in accordance with the stated accounting policies and the subsequent presentation in the statement of comprehensive income.
	Our procedures included:
	•	detailed testing of a sample of revenue transactions including reviewing the loan agreements and considering whether

Independent Auditor's Report to the Members of RCB Bonds PLC

		revenue has been accounted for appropriately and that revenue was recorded in the appropriate period;
	•	considered that basis of recognition of income and whether the revenue recognition accounting policy applied is in accordance with UKGAAP, testing a sample of entries where necessary.
Key observations	Based on the work performed we consider the accounting treatment for revenue to be appropriate.

Our application of materiality

We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable knowledgeable users that are taken on the basis of financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We based materiality for the company on total revenue as we considered this to be a stable measure of the RCB Bonds PLC financial statements. The company is not profit driven as profits can not be distributed. This provided us with a materiality figure of £198,000. We then used a basis of 50% in order to achieve a performance materiality of £99,000, which was considered a reasonable basis to reduce aggregation risk to an appropriately low level.

We apply the concept of materiality both in the planning and performance of the audit, and in evaluating the effects of misstatements.

During the course of the audit we reassessed materiality from planning to reflect the final reported performance of the company. There was no change made to our planning materiality.

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. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included critical appraisals of future forecasts and post year end management accounts.

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, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

Independent Auditor's Report to the Members of RCB Bonds PLC

obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
	•	the strategic report and 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 the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 8, 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.

Independent Auditor's Report to the Members of RCB Bonds PLC

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:

We gained an understanding of the legal and regulatory framework applicable to the company and the sector in which it operates and considered the risk of the company not complying with the applicable laws and regulations including fraud; in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting and tax legislation. In relation to the sector it included Company Law, cybercrime and General Data Protection Regulation (GDPR).

The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified. These included the following:

-	review of legal fees incurred;
-	review of company risk management procedures;
-	reviewing minutes of Director Board meetings;
-	agreeing the financial statement disclosures to underlying supporting documentation;
-	enquiring of management including those charged with governance;
-	reviewing the key accounting policies and estimates.

To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of noncompliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and- ethics/auditors-responsibilities- for-the-audit/. This description forms part of our auditor's report.

Independent Auditor's Report to the Members of RCB Bonds PLC

Other matters which we are required to address

We were appointed by the Audit Committee on 14 October 2021. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is five years, covering the periods ended 31 August 2021 to 31 August 2025.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

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 Clapson FCA (Senior Statutory Auditor)

For and on behalf of

Price Bailey LLP

Chartered Accountants

Statutory Auditors

Tennyson House

Cambridge Business Park

Cambridge

CB4 0WZ

Date: 9 December 2025

RCB Bonds PLC

Statement of Comprehensive Income

for the year ended 31 August 2025

		Year	Year
		ended 31	ended 31
		August	August
		2025	2024
	Notes	£'000	£'000

Turnover	2	717	471

Interest receivable and similar	4	13,169	12,496
income

Administrative expenditure		(713)	(466)

Interest payable and similar charges	6	(13,169)	(12,496)

Profit before taxation		4	5

Taxation	7	(1)	(1)

Profit and total comprehensive income for the year		3	4

All amounts for both the year ended 31 August 2025 and 31 August 2024 relate to continuing activities.

The notes on pages 20 to 30 form part of these financial statements.

(Registered number: 8940313)

RCB Bonds PLC

Statement of Financial Position

as at 31 August 2025

	Notes	As at 31	As at 31
		August	August
		2025	2024
		£'000	£'000
Current assets
Debtors: amounts due after more than one year	8	167,107	261,059
Debtors: amounts due within one year	9	106,540	30,196
Cash at bank and in hand		138	419
		273,785	291,674
Creditors
Amounts falling due within one year	10	(106,602)	(30,542)

Net current assets		167,183	261,132

Creditors
Amounts falling due after one year	11	(167,107)	(261,059)

Net assets		76	73

Capital and reserves
Share capital	14	50	50
Profit and loss account		26	23
Shareholder's funds		76	73

The financial statements were approved and authorised for issue by the Directors on 03 December 2025 and were signed on their behalf by:

…………………………

JOHN TATTERSALL - CHAIRMAN

The notes on pages 20 to 30 form part of these financial statements.

RCB Bonds PLC

Statement of Changes in Equity

For the year ended 31 August 2025

	Share	Profit and	TOTAL
	capital	loss
		account
	£'000	£'000	£'000

Balance at 31 August 2023	50	19	69
Profit and total comprehensive
income for the year	-	4	4
Balance at 31 August 2024	50	23	73

Profit and total comprehensive
income for the year	-	3	3
Balance at 31 August 2025	50	26	76

The notes on pages 20 to 30 form part of these financial statements.

RCB Bonds PLC

Statement of Cash Flows

for the year ended 31 August 2025

	Year ended	Year ended
	31 August	31 August
	2025	2024
	£'000	£'000

Reconciliation of profit to net cash inflow

Cash flow from operating
activities
Profit	3	4
Interest receivable on loans	(13,169)	(12,496)
Corporation tax charge	1	1
Corporation tax paid	(1)	(1)
Increase in debtors	(23)	(45)
Interest payable on notes	13,169	12,496
Increase/(decrease) in creditors	52	(99)
	32	(140)
Cash flow from investing activities
Interest received on loans	12,357	11,952
Payment received in advance	-	313
Loans to borrowers	(36,699)	(4,354)
Proceeds from loan repayments	27,000	-
	2,658	7,911
Cash flow from financing activities
Receipt of bond proceeds	36,699	4,354
Bond repayments	(27,000)	-
Interest paid on notes	(12,670)	(12,265)
	(2,970)	(7,911)

Net cash outflow	(281)	(140)


CASHFLOW FOR THE YEAR

Decrease in cash	(281)	(140)

Cash brought forward	419	559

Net cash resources at year end	138	419

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

1.	GENERAL INFORMATION

	RCB Bonds PLC (the “Company”) is a public limited company limited by shares domiciled in the United Kingdom and registered in England and Wales.

	The address of the Company's registered office and principal place of business is shown on page 3.

	The Company's principal activities are disclosed in the Directors' Report.

ACCOUNTING POLICIES

	Basis of preparation

	These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

	The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest whole £1,000, except where otherwise indicated.

	A summary of the more important accounting policies, which have been consistently applied, are set out below:

	Going concern

	At the time of approving the financial statements the Directors have a reasonable expectation that the company will continue in operational existence and be able to meet its liabilities as they fall due for at least 12 months following the approval of the financial statements. The Company operates as a special purpose vehicle as explained in the Directors report. The nature of the Company is such that it has no employees and requires no fixed assets and minimal reserves as the day to day operations are contracted out to ABS. The arrangements are structured to ensure the Company can at least break even. Consequently, the Directors continue to adopt the going concern basis of preparation.

	Financial instruments

	Financial instruments are classified and accounted for according to the substance of the contractual arrangement. The Company considers that all of its financial instruments are “Basic Financial Instruments” and has applied the provisions of Section 11 of FRS 102 accordingly.

	Basic financial assets, which include amounts owed from related parties and other debtors, accrued income and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest rate method.

	Bonds and loans are held at amortised cost using the effective interest rate method. The discount/premium and issue costs of each series of bonds are amortised over the life of the series to which they relate.

	Basic financial liabilities, including trade and other creditors and accrued expenses are initially recognised at transaction price and subsequently carried at amortised cost, using the effective interest rate method.

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

Taxation

	The Directors are satisfied that the Company meets the definition of a 'securitisation company' as defined by both The Finance Act 2005 and the subsequent secondary legislation and that no incremental unfunded tax liabilities will arise. As a result, no deferred tax amounts are recognised.

	Under the powers conferred by the Act, secondary legislation was enacted in 2006 which ensures that, subject to certain conditions being met and an election being made, corporation tax for a 'securitisation company' will be calculated by reference to the profit of the securitisation company required to be retained in accordance with the relevant capital market arrangement.

Bond issuing costs

Costs in respect of the issue of new bonds are deducted from proceeds and amortised to the profit and loss account over the expected life of the bonds.

Impairment

	The Company assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. A financial asset or portfolio of financial assets would be impaired and an impairment loss incurred if there was objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset.

	If there was objective evidence that an impairment loss on a financial asset classified as loans and receivables has been incurred, the Company would measure the amount of the loss as the difference between the carrying amount of the asset and the present value of estimated future cash flows from the asset discounted at the effective interest rate of the instrument at initial recognition.

	Impairment losses are recognised in the statement of comprehensive income and the carrying amount of the financial asset reduced by establishing an allowance for impairment losses and the reduction can be ascribed to an event after the impairment was recognised, the previously recognised loss is reversed by adjusting the allowance. Once an impairment loss has been recognised on a financial asset, interest income is recognised on the carrying amount using the rate of interest at which estimated future cash flows were discounted on measuring impairment.

	Turnover

	The turnover shown in the statement of comprehensive income represents fees for the arrangement of loans, including fees incurred on behalf of borrowers for legal costs, and is recognised by the Company in line with the provision of services, exclusive of Value Added Tax.

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

Segmental analysis

The whole Company's operations are carried out in the United Kingdom and the results and net assets are derived from bonds issued in the United Kingdom, so therefore the Directors only report one business and one geographic segment.

Loans

The Company's loans are non-derivative financial assets with fixed or determinable repayments and are not quoted in an active market. They are classified as loans and receivables. In accordance with FRS 102 'Financial Instruments: Recognition and Measurement' each loan is measured at initial recognition at cost, and is subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the statement of comprehensive income when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

	Interest receivable

	Interest receivable represents the amounts receivable as compound interest on the loan advances made and is calculated using the effective interest rate basis.

	Interest payable

	Interest payable represents the amounts payable as compound interest on the bonds issued and is calculated using the effective interest rate basis.

	Cash and cash equivalents

	Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

	Debtors and creditors receivable/payable within one year

	Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price.

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

	CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

	Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

	Critical areas of judgement

	The Company makes judgements concerning the future. The key judgement that has a potential risk of causing a material adjustment to the carrying amounts of assets and liabilities is the carrying value of loans receivable of £270,427,000 (2024: £288,040,000).

	The Directors are satisfied that, because each bond prospectus stipulates that the obligations of the Company to pay amounts due on the relevant bonds are limited to the relevant Charged Assets (as described in note 11), the risk of default by the borrowers is fully borne by the investors in the bonds.

	Critical accounting estimates and assumptions

	There are no critical accounting estimates and assumptions included within the financial statements.

2.	TURNOVER
	Turnover was all derived from trading in the UK.

	Year	Year
	ended 31	ended 31
	August	August
	2025	2024
	£'000	£'000
Fees for the administration of bonds in issue	717	471

3.	STAFF COSTS
	The Company employs no staff. Allia C&C has the responsibility of origination management, with administration activities undertaken by ABS. None of the Directors received remuneration for their services (2024: Nil).

4.	INTEREST RECEIVABLE AND SIMILAR INCOME

	Year	Year
	ended 31	ended 31
	August	August
	2025	2024
	£'000	£'000
Interest receivable on loans	13,169	12,496

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

5.	AUDITOR'S REMUNERATION
	The profit for the year is stated after charging:

	Year ended	Year ended
	31 August	31 August
	2025	2024
	£'000	£'000

Fees payable to Price Bailey LLP: Audit remuneration	31	27

6.	INTEREST PAYABLE AND SIMILAR CHARGES

	Year ended	Year ended
	31 August	31 August
	2025	2024
	£'000	£'000

Interest payable to bond holders	13,169	12,496

7.	TAX ON PROFIT ON ORDINARY ACTIVITIES

Analysis of tax charge in the year	Year ended	Year ended
	31 August	31 August
	2025	2024
	£'000	£'000
UK corporation tax	1	1
Tax on profit	1	1

The tax assessed for the year is equal to the standard rate of corporation tax in the UK at 19% (2024: 19%).

	Year ended	Year ended
	31 August	31 August
	2025	2024
	£'000	£'000
Profit for the year before taxation	4	5

UK corporation tax at 19% (2024: 19%)	1	1
Current tax charge for the year	1	1

For UK corporation tax purposes, the Company has been considered as a 'Securitisation Company' under the 'Taxation of Securitisation Companies Regulations 2006 (SI 2006/3296)'. Therefore, the Company is not required to pay corporation tax on its accounting profit or loss. Instead, the Company is required to pay tax on a pre-defined proportion of its retained profits as specified in the documentation governing the transaction.

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

8.	DEBTORS: AMOUNTS DUE AFTER MORE THAN ONE YEAR

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000

Loans to charities and ethical companies	167,107	261,059

	The loans are unsecured (see notes 11, 12 and 13 for further details). The Company's rights to receive payments from the borrowers under the loans and certain related assets under the issue documents for the bonds are charged as security for the benefit of the investors in each series of bonds.

	The respective loans and bonds and the terms on which they were made are shown in notes 12 and 13.

9.	DEBTORS: AMOUNTS DUE WITHIN ONE YEAR

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000

Trade debtors	6	_-
Other debtors	89	72
Amounts owing from related companies	50	50
Loans to charities and ethical companies	103,319	26,981
Accrued interest on loans	3,076	3,093
	106,540	30,196

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000

Trade creditors	87	38
Other creditors	1	9
Deferred income	81	72
Other accruals	38	36
Bonds issued to fund loans made	103,319	26,981
Accrued interest on bonds	3,076	3,406
	106,602	30,542

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000

Bonds issued to fund loans made	167,107	261,059

	Each bond prospectus stipulates that the obligations of the Company to pay amounts due on the bonds are limited to the Charged Assets. Therefore, the risk of default by the borrowers is fully borne by the investors in the bonds.

	The borrowings are due as follows:

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000
Due in less than five years	101,250	182,815
Due in more than five years	65,857	78,244
	167,107	261,059

The loans are unsecured (see notes 8 and 13 for further details). All are repayable in full at the end of the related bond term at the maturity dates shown in notes 12 and 13. The Company's rights to receive payments from the borrowers under the loans and certain related assets under the issue documents for the bonds are charged as security for the benefit of the investors in each of the bonds.

12.	BREAKDOWN OF DEBTORS AND CREDITORS: AMOUNT FALLING DUE
	WITHIN ONE YEAR

	As noted above, each series of bonds is secured against a corresponding loan issued on the same terms and for the same duration. These are listed below:

	Loan asset	Bond liability	Interest rate	Maturity date
	£	£
Greensleeves	49,996,737	49,996,737	4.25%	30/03/2026
Charities Aid Foundation	7,182,315	7,182,315	5.00%	12/04/2026
Belong	21,167,702	21,167,702	4.50%	20/06/2026
Dolphin Living	24,972,643	24,972,643	4.25%	06/07/2026
	103,319,397	103,319,397

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

13.	BREAKDOWN OF DEBTORS AND CREDITORS: AMOUNT FALLING DUE AFTER MORE THAN ONE YEAR
	As noted above, each series of bonds is secured against a corresponding loan
	issued on the same terms and for the same duration. These are listed below:

	Loan asset	Bond liability	Interest rate	Maturity date
	£	£
Hightown Housing Association	31,440,566	31,440,566	4.00%	31/10/2027
Golden Lane Housing	18,116,136	18,116,136	3.90%	23/11/2027
Alnwick	12,419,645	12,419,645	5.00%	27/03/2030
Greensleeves Homes Trust	25,147,046	25,147,046	5.00%	17/12/2030
Golden Lane Housing	10,904,377	10,904,377	3.25%	22/07/2031
Charities Aid Foundation	29,806,026	29,806,026	3.50%	08/12/2031
RMBI Care Company	9,897,616	9,897,616	6.25%	07/03/2029
Belong	29,375,767	29,375,767	7.50%	07/07/2030
	167,107,179	167,107,179

14.

SHARE CAPITAL

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000

Authorised issued shares of £1 each	50	50

Allotted, called up, and paid	50	50

	No shares were issued during the year.

	50,000 of the issued £1 ordinary shares are allotted, called up, and paid (2024: 50,000).

	The Directors consider that the intercompany arrangement between RCB Bonds and RC Bond Holdings meet the payment requirements set out in the Companies Act 2006.

	In addition, there is one issued £1 special share, which is designated as a “Special Share” which is called up and paid. In respect of any resolution proposed in relation to any alteration in the articles of association of the Company, the holder of the Special Share is entitled to cast such number of votes as is necessary to defeat the resolution and, in the event that the holder of the Special Share has not voted in respect of any such resolution, such resolution will be deemed not to have been passed. The holder of the Special Share shall not be entitled to vote in relation to any matter other than a proposed alteration in the articles of association of the Company.

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

15.	RELATED PARTIES

	John Tattersall is a Director of the Company; he owns £8,300 (2024: £8,300) of the bonds in relation to Dolphin Square Charitable Foundation issued by the Company in 2017 and £8,100 (2024: £8,100) of the bonds in relation to Greensleeves Homes Trust issued by the Company in 2017. He owned £10,000 of the bonds in relation to Hightown Housing Association Limited issued by the Company in 2015 which have been redeemed in 2025. The Director received interest of £917 (2024: £1,137) which is in line with the published return on the bonds.

	Philip Wright, a Director of the Company, is also a trustee of Allia Ltd. Timothy Jones, a Director of the Company, is also the Chairman of both Allia Ltd and Allia C&C. During the year ended 31 August 2025 ABS charged the Company £269,000 (2024: £263,000); ABS is a wholly owned subsidiary of Allia C&C. At 31 August 2025 the Company owed £52,000 to ABS (2024: £9,000).

	In addition, Allia Ltd holds the £1 Special Share described in note 14.

	The Company undertook 2 transactions during the year with Allia C&C in relation to the Belong Retained Bond Issue and Belong 2030 Bond issue involving charges of £167,495 (2024: £17,500). At 31 August 2025, Allia C&C owed £6,000 to the Company (2024: Nil).

	During this year and the prior period, the Company employed no staff and had no key management other than the Directors. All management services are provided to the Company by ABS and Allia C&C. None of the Directors received remuneration for their services as Directors of the Company (2024: £nil). One Director is remunerated by Allia C&C in respect of their services as a director of Allia C&C.

16.	ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

	The ultimate parent undertaking and controlling party is RC Bond Holdings Limited, which is a company limited by guarantee (registered company number 8936422).

	The largest group in which the results of the Company are consolidated is that headed by RC Bond Holdings Limited. No other consolidated financial statements include the results of the Company.

	A copy of the consolidated financial statements can be obtained from RC Bond Holdings Limited, Future Business Centre, Kings Hedges Road, Cambridge, CB4 2HY, United Kingdom (its registered office).

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

17.

NET DEBT RECONCILIATION

	At 31		Other non-	At 31
	August	Cash	cash	August
	2024	Flows	changes	2025
	£'000	£'000	£'000	£'000
Cash and cash equivalents	419	(281)	-	138
	419	(281)	-	138
Borrowings
Debt due within one year	(26,981)	27,000	(103,338)	(103,319)
Debt due after one year	(261,059)	(36,699)	130,651	(167,107)
	(288,040)	(9,699)	27,313	(270,426)

Net debt total	(287,621)	(9,980)	27,313	(270,288)

Other non-cash changes are due to the effective interest rate adjustment.

18.	FINANCIAL INSTRUMENTS
	The carrying amounts of the Company's financial instruments, all of which are measured at amortised cost, were as follows:

	At 31	At 31
	August	August
	2025	2024
	£'000	£'000
Financial assets:
Loans	273,502	291,134
Trade and other debtors	145	122
Cash at bank and in hand	138	419
	273,785	291,675

Financial liabilities:
Notes	(273,502)	(291,446)
Trade and other creditors	(207)	(83)
	(273,709)	(291,529)

	Financial assets that are debt instruments measured at amortised cost comprise loan notes, trade and other debtors and cash at bank and in hand.

	Financial liabilities measured at amortised cost comprise bond notes, trade and other creditors.

RCB Bonds PLC

Notes to the Financial Statements

for the year ended 31 August 2025

19.

POST BALANCE SHEET EVENTS

Between 10 September 2025 and 20 November 2025, the Company sold £1m of the Belong 2030 Bonds that had been retained by the Company. Upon each sale, a corresponding amount was advanced to Belong under the Belong 2030 Loan. Accordingly, the outstanding balance under the Belong 2030 Loan as at 08 December 2025 was £31.3m.

On 20 November 2025, Belong purchased £250k of the Company's 4.5% bonds due 2026 secured on a loan to Belong Limited (the “Belong 2026 Bonds”), which were immediately surrendered for cancellation and the corresponding amount of the relevant loan to Belong (the “Belong 2026 Loan”) was deemed to be repaid. Accordingly, the outstanding principal amount of Belong 2026 Bonds and the outstanding balance on the Belong 2026 Loan were both reduced to £21.8m.