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COMPANY REGISTRATION NUMBER: NI716090
Nightingale Bidco Limited
Financial Statements
31 December 2024
Nightingale Bidco Limited
Financial Statements
Period from 21 May 2024 to 31 December 2024
Contents
Page
Strategic report
1
Directors' report
3
Independent auditor's report to the members
6
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16
Nightingale Bidco Limited
Strategic Report
Period from 21 May 2024 to 31 December 2024
Business review and position The principal activity of the group is the provision of domiciliary health care services The directors are satisfied with the group's performance. The group operates in a very competitive marketplace and the directors have taken steps to ensure that the group will maintain its competitive strengths and are confident of future results. Given the nature of the group's activities, the directors are of the opinion that the use of key performance indicators is not necessary for an understanding of the development, performance or position of the group. Financial risk management objectives and policies The group has exposure to liquidity risk and customer credit exposure. To a lesser extent the group is exposed to interest rate risk. The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all the financial obligations the group will seek additional credit facilities. Given the maturity of the bank loans, the group is in position to meet its commitments and obligations as they come due. The group borrows from its bankers using either overdrafts or term loans whose tenure depends on the nature of the asset and management's view of the future direction of interest rate.
Section 172(1) Statement In accordance with the Companies (Miscellaneous Reporting) Regulations 2018, the company is required to include a statement in its Strategic Report which outlines how the directors have had regard to the matters set out in S172(1) (a)-(f) of the Companies Act 2006 during the reporting period. The directors are committed to engaging with its shareholders as part of their objective of long-term creation of shareholder value, in line with the group's strategic plan. The directors consider the impact that decisions may have on the company's stakeholders as described below. The likely consequence of any decision in the long term - The directors consider the long-term strategic plan and monitor the group's progress and performance on an ongoing basis, using detailed reports on operational and financial performance. The interests of the Group's employees - The directors fully understand the vital importance of the group's employees to the continued success of the business and are committed to investing in the group's people as part of the wider plans for continued success of the business. The need to foster the group's business relationships with suppliers, customers and others - The directors regularly review how the group maintains positive relationships with its stakeholders, including suppliers, customers, employees and others. The impact of the group's operations on the community and the environment - The group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors' continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible. The desirability of the group maintaining a reputation for the highest standards of business conduct - The group is rightly proud of its strong reputation, which has been built up over many years of successful training. The directors are committed to maintaining the highest standards of business. The need to act fairly between members of the company - The directors are committed to increasing shareholder value, for the benefit of all the shareholders of the company.
This report was approved by the board of directors on 22 July 2025 and signed on behalf of the board by:
Mr Ryan Williams
Mr Douglas Adams
Director
Director
Registered office:
3b Boucher Business Studios
Glenmachan Place
Belfast
BT12 6QH
Nightingale Bidco Limited
Directors' Report
Period from 21 May 2024 to 31 December 2024
The directors present their report and the financial statements of the group for the Period ended 31 December 2024 .
Directors
The directors who served the company during the Period were as follows:
Mr Christopher Nixon
(Appointed 24 July 2024)
Mr Ryan Williams
(Appointed 24 July 2024)
Mr Scott Christie
(Appointed 24 July 2024)
Mr Douglas Adams
(Appointed 24 July 2024)
Dividends
The directors do not recommend the payment of a dividend.
Future developments
The directors will continue to develop the business and will seek to take advantage of opportunities that arise in the future.
Greenhouse gas emissions and energy consumption
Unit
31 Dec 24
Total energy consumption
kWh
122,760
---------
Methodologies for energy and emissions calculations
To determine emissions for the year ended 31 December 2024 the company used a methodology compliant with the Greenhouse Gas ('GHG') Protocol and incorporated the 2023 UK Government GHG conversion factors for greenhouse gas reporting. Electricity and gas consumption was based on actual data obtained from supplier invoices. The collected consumption data is then converted into greenhouse gas emissions associated with each activity using annually updated emission factors from the UK Government.
Employment of disabled persons
The directors are committed to the principle of equal opportunity in employment. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.
Employee involvement
Consultation with employees or their representative has continued at all levels, with the aim of ensuring that views are not taken into account when decisions are made that are likely to affect their interests. Regular meetings are held between local management and employees to allow a free flow of information and ideas.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial Period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 22 July 2025 and signed on behalf of the board by:
Mr Ryan Williams
Mr Douglas Adams
Director
Director
Registered office:
3b Boucher Business Studios
Glenmachan Place
Belfast
BT12 6QH
Nightingale Bidco Limited
Independent Auditor's Report to the Members of Nightingale Bidco Limited
Period from 21 May 2024 to 31 December 2024
Opinion
We have audited the financial statements of Nightingale Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the Period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent 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. 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.
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 Period for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor'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. 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: Our approach was as follows: We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant are those that relate to the Companies Act 2006 and compliance with FRS102; and we assessed the risks of material misstatement in respect of fraud with the consideration of the groups own assessment of the risks that irregularities may occur either because of fraud or error; the results of our enquiries of management about their own identification and assessment of the risks of irregularities; any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above, we considered the opportunities and incentives that may exist within the group for fraud and identified the greatest potential for fraud in the areas in which management is required to exercise significant judgment, such as disclosure of adjusting items. In common with all audits under ISAs (UK), we are also required to perform specific procedures to to respond to the risk of management override; we also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act and tax legislation; and in addition, we considered provisions of other laws and regulations that do not have a a direct effect on the financial statements but compliance with which may be fundamental to the groups ability to operate or to avoid a material penalty. These included data protection, employment and health and safety regulations. Audit procedures designed to respond to the risks of fraud: We considered the risk of fraud through management override and, in response, we incorporated testing of manual journal entries into our audit approach. We considered the risk of fraud through transactions outside the normal course of transactions by noting anything that was unusual in nature or size and enquired about such transaction to gain an understanding of their nature; based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud and other irregularities; extent of audit procedures; and we evaluated the selection and application of accounting policies by the group, particularly those related to subjective measurements and complex transactions, that may be indicative of fraudulent financial reporting. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude 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 group's or the parent 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 auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.
Eoin McMullan ACA
(Senior Statutory Auditor)
For and on behalf of
Hill Vellacott
Chartered accountants & statutory auditor
22 Great Victoria Street
Belfast
BT2 7BA
22 July 2025
Nightingale Bidco Limited
Consolidated Statement of Comprehensive Income
Period from 21 May 2024 to 31 December 2024
Period from
21 May 24 to
31 Dec 24
Note
£
Turnover
4
19,024,013
Cost of sales
14,638,749
-------------
Gross profit
4,385,264
Administrative expenses
3,415,036
------------
Operating profit
5
970,228
Other interest receivable and similar income
9
68
Amounts written off investments
200,000
Interest payable and similar expenses
10
795,148
------------
Loss before taxation
( 24,852)
Tax on loss
11
110,695
---------
Loss for the financial period and total comprehensive income
( 135,547)
---------
All the activities of the group are from continuing operations.
Nightingale Bidco Limited
Consolidated Statement of Financial Position
31 December 2024
31 Dec 24
Note
£
Fixed assets
Intangible assets
12
18,661,184
Tangible assets
13
499,558
-------------
19,160,742
Current assets
Debtors
15
7,045,236
Cash at bank and in hand
3,053,063
-------------
10,098,299
Creditors: amounts falling due within one year
16
22,336,439
-------------
Net current liabilities
12,238,140
-------------
Total assets less current liabilities
6,922,602
Creditors: amounts falling due after more than one year
17
181,358
Provisions
19
30,867
------------
Net assets
6,710,377
------------
Capital and reserves
Called up share capital
22
108
Share premium account
23
6,845,816
Profit and loss account
23
( 135,547)
------------
Shareholders funds
6,710,377
------------
These financial statements were approved by the board of directors and authorised for issue on 22 July 2025 , and are signed on behalf of the board by:
Mr Ryan Williams
Mr Douglas Adams
Director
Director
Company registration number: NI716090
Nightingale Bidco Limited
Company Statement of Financial Position
31 December 2024
31 Dec 24
Note
£
Fixed assets
Investments
14
24,723,297
Current assets
Cash at bank and in hand
866,174
Creditors: amounts falling due within one year
16
19,513,379
-------------
Net current liabilities
18,647,205
-------------
Total assets less current liabilities
6,076,092
------------
Net assets
6,076,092
------------
Capital and reserves
Called up share capital
22
108
Share premium account
23
6,845,816
Profit and loss account
23
( 769,832)
------------
Shareholders funds
6,076,092
------------
The loss for the financial Period of the parent company was £ 769,832 .
These financial statements were approved by the board of directors and authorised for issue on 22 July 2025 , and are signed on behalf of the board by:
Mr Ryan Williams
Mr Douglas Adams
Director
Director
Company registration number: NI716090
Nightingale Bidco Limited
Consolidated Statement of Changes in Equity
Period from 21 May 2024 to 31 December 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 21 May 2024
Loss for the period
( 135,547)
( 135,547)
----
----
---------
---------
Total comprehensive income for the period
( 135,547)
( 135,547)
Issue of shares
108
6,845,816
6,845,924
----
------------
----
------------
Total investments by and distributions to owners
108
6,845,816
6,845,924
----
------------
---------
------------
At 31 December 2024
108
6,845,816
( 135,547)
6,710,377
----
------------
---------
------------
Nightingale Bidco Limited
Company Statement of Changes in Equity
Period from 21 May 2024 to 31 December 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 21 May 2024
Loss for the period
( 769,832)
( 769,832)
----
----
---------
---------
Total comprehensive income for the period
( 769,832)
( 769,832)
Issue of shares
108
6,845,816
6,845,924
----
------------
----
------------
Total investments by and distributions to owners
108
6,845,816
6,845,924
----
------------
---------
------------
At 31 December 2024
108
6,845,816
( 769,832)
6,076,092
----
------------
---------
------------
Nightingale Bidco Limited
Consolidated Statement of Cash Flows
Period from 21 May 2024 to 31 December 2024
31 Dec 24
£
Cash flows from operating activities
Loss for the financial period
( 135,547)
Adjustments for:
Depreciation of tangible assets
94,816
Amortisation of intangible assets
823,410
Other interest receivable and similar income
( 68)
Interest payable and similar expenses
795,148
Gains on disposal of tangible assets
( 6,200)
Tax on loss
110,695
Accrued expenses
2,314,330
Changes in:
Trade and other debtors
( 7,045,236)
Trade and other creditors
19,417,984
-------------
Cash generated from operations
16,369,332
Interest paid
( 795,148)
Interest received
68
Tax received
391,115
-------------
Net cash from operating activities
15,965,367
-------------
Cash flows from investing activities
Purchase of tangible assets
( 594,372)
Proceeds from sale of tangible assets
6,200
Purchase of intangible assets
( 19,484,594)
-------------
Net cash used in investing activities
( 20,072,766)
-------------
Cash flows from financing activities
Proceeds from issue of ordinary shares
6,845,924
Proceeds from loans from group undertakings
57,996
Payments of finance lease liabilities
256,542
-------------
Net cash from financing activities
7,160,462
-------------
Net increase in cash and cash equivalents
3,053,063
Cash and cash equivalents at beginning of period
------------
Cash and cash equivalents at end of period
3,053,063
------------
Nightingale Bidco Limited
Notes to the Financial Statements
Period from 21 May 2024 to 31 December 2024
1. General information
The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is 3b Boucher Business Studios, Glenmachan Place, Belfast, BT12 6QH.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of Nightingale Bidco Limited and all of its active subsidiary undertakings. The financial statements do not include Ibbsol Limited, as they are considered immaterial to the group. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements When consolidating the group companies, management have stated the investments at cost and considered them not to be impaired. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Impairment of trade debtors is reviewed on an ongoing basis. The company uses estimates based on historical experience and current information in determining the debts for which an impairment charge is required.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
10% straight line
Software development
-
20 % straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Alterations to property
-
25% straight line
Fixtures and fittings
-
25% straight line
Motor vehicles
-
20% straight line
Equipment
-
25% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Finance leases and hire purchase contracts
Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:
Period from
21 May 24 to
31 Dec 24
£
Rendering of services
19,024,013
-------------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
Period from
21 May 24 to
31 Dec 24
£
United Kingdom
14,675,669
Overseas
4,348,344
-------------
19,024,013
-------------
5. Operating profit
Operating profit or loss is stated after charging/crediting:
Period from
21 May 24 to
31 Dec 24
£
Amortisation of intangible assets
823,410
Depreciation of tangible assets
90,067
Gains on disposal of tangible assets
( 6,200)
Impairment of trade debtors
(716)
Foreign exchange differences
40,461
---------
6. Auditor's remuneration
Period from
21 May 24 to
31 Dec 24
£
Fees payable for the audit of the financial statements
67,650
--------
7. Staff costs
The average number of persons employed by the group during the Period, including the directors, amounted to:
31 Dec 24
No.
Administrative staff
153
Care staff
1,402
-------
1,555
-------
The aggregate payroll costs incurred during the Period, relating to the above, were:
Period from
21 May 24 to
31 Dec 24
£
Wages and salaries
14,436,376
Social security costs
1,145,661
Other pension costs
218,140
-------------
15,800,177
-------------
8. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
Period from
21 May 24 to
31 Dec 24
£
Remuneration
95,833
--------
9. Other interest receivable and similar income
Period from
21 May 24 to
31 Dec 24
£
Interest receivable
68
----
10. Interest payable and similar expenses
Period from
21 May 24 to
31 Dec 24
£
Interest payable
12,533
Other interest payable and similar charges
782,615
---------
795,148
---------
11. Tax on loss
Major components of tax income
Period from
21 May 24 to
31 Dec 24
£
Current tax:
UK current tax income
121,693
Adjustments in respect of prior periods
( 22,051)
---------
Total current tax
99,642
---------
Deferred tax:
Origination and reversal of timing differences
214,490
Impact of change in tax rate
( 203,437)
---------
Total deferred tax
11,053
---------
Tax on loss
110,695
---------
Reconciliation of tax expense
The tax assessed on the loss on ordinary activities for the Period is higher than the standard rate of corporation tax in the UK of 25 %.
Period from
21 May 24 to
31 Dec 24
£
Loss on ordinary activities before taxation
( 24,852)
--------
Loss on ordinary activities by rate of tax
( 6,213)
Adjustment to tax charge in respect of prior periods
(22,050)
Effect of expenses not deductible for tax purposes
89,195
Effect of capital allowances and depreciation
( 40,448)
Effect of different UK tax rates on some earnings
(43,696)
Utilisation of tax losses
( 957,449)
Effect of amortisation of goodwill
200,039
Effect of group relief
880,264
Deferred tax
11,053
---------
Tax on loss
110,695
---------
12. Intangible assets
Group
Goodwill
Software development
Total
£
£
£
Cost
At 21 May 2024
Additions
19,203,718
280,876
19,484,594
-------------
---------
-------------
At 31 December 2024
19,203,718
280,876
19,484,594
-------------
---------
-------------
Amortisation
At 21 May 2024
Charge for the Period
800,155
23,255
823,410
-------------
---------
-------------
At 31 December 2024
800,155
23,255
823,410
-------------
---------
-------------
Carrying amount
At 31 December 2024
18,403,563
257,621
18,661,184
-------------
---------
-------------
The company has no intangible assets.
13. Tangible assets
Group
Freehold property
Fixtures and fittings
Motor vehicles
Equipment
Total
£
£
£
£
£
Cost
At 21 May 2024
Additions
53,843
68,833
358,489
113,207
594,372
Revaluations
( 6,089)
( 1,462)
( 2,997)
( 10,548)
--------
--------
---------
---------
---------
At 31 December 2024
47,754
67,371
358,489
110,210
583,824
--------
--------
---------
---------
---------
Depreciation
At 21 May 2024
Charge for the period
11,059
12,775
37,018
29,215
90,067
Revaluations
( 2,866)
( 600)
( 2,335)
( 5,801)
--------
--------
---------
---------
---------
At 31 December 2024
8,193
12,175
37,018
26,880
84,266
--------
--------
---------
---------
---------
Carrying amount
At 31 December 2024
39,561
55,196
321,471
83,330
499,558
--------
--------
---------
---------
---------
The company has no tangible assets.
14. Investments
Group
Shares in group undertakings
£
Cost
At 21 May 2024
Other movements
200,000
---------
At 31 December 2024
200,000
---------
Impairment
At 21 May 2024
Other movements
200,000
---------
At 31 December 2024
200,000
---------
Carrying amount
At 31 December 2024
---------
Company
Shares in group undertakings
£
Cost
At 21 May 2024
Additions
24,723,297
-------------
At 31 December 2024
24,723,297
-------------
Impairment
At 21 May 2024 and 31 December 2024
-------------
Carrying amount
At 31 December 2024
24,723,297
-------------
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Registered office
Class of share
Percentage of shares held
Subsidiary undertakings
Connected Health Limited
3b Boucher Business Studios
Ordinary
100
Glenmachan Place
Belfast
BT12 6QH
Connected Health Domiciliary Care Limited
3b Boucher Business Studios
Ordinary
100
Glenmachan Place
Belfast
BT12 6QH
Home Care Plus
Unit 3, First floor, Block 3
Ordinary
100
Belgard Road
Tallaght
Dublin 4
Connected Health (Care NI) Limited
3b Boucher Business Studios
Ordinary
100
Glenmachan Place
Belfast
BT12 6QH
IBBSOL Limited
Unit 3, First floor, Block 3
Ordinary
100
Belgard Road
Tallaght
Dublin 4
15. Debtors
Group
Company
31 Dec 24
31 Dec 24
£
£
Trade debtors
5,845,981
Prepayments and accrued income
366,347
Directors loan account
4,786
Other debtors
828,122
------------
----
7,045,236
------------
----
16. Creditors: amounts falling due within one year
Group
Company
31 Dec 24
31 Dec 24
£
£
Trade creditors
166,709
Amounts owed to group undertakings
57,996
2,181,256
Accruals and deferred income
2,314,330
288,026
Corporation tax
470,943
Social security and other taxes
1,437,675
866,174
Obligations under finance leases and hire purchase contracts
75,184
Other creditors
17,813,602
16,177,923
-------------
-------------
22,336,439
19,513,379
-------------
-------------
17. Creditors: amounts falling due after more than one year
Group
Company
31 Dec 24
31 Dec 24
£
£
Obligations under finance leases and hire purchase contracts
181,358
---------
----
18. Finance leases and hire purchase contracts
The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
Group
Company
31 Dec 24
31 Dec 24
£
£
Not later than 1 year
75,184
Later than 1 year and not later than 5 years
181,358
---------
----
256,542
---------
----
19. Provisions
Group
Deferred tax (note 20)
£
At 21 May 2024
Additions
30,867
--------
At 31 December 2024
30,867
--------
20. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
31 Dec 24
31 Dec 24
£
£
Included in provisions (note 19)
30,867
--------
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
31 Dec 24
31 Dec 24
£
£
Accelerated capital allowances
30,867
--------
----
21. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 218,140 .
22. Called up share capital
Issued, called up and fully paid
31 Dec 24
No.
Ordinary shares of £ 0.001 each
108,108
108
---------
----
23. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses. Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.
24. Analysis of changes in net debt
At 21 May 2024
Cash flows
At 31 Dec 2024
£
£
£
Cash at bank and in hand
3,053,063
3,053,063
----
------------
------------
25. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
31 Dec 24
31 Dec 24
£
£
Not later than 1 year
284,086
Later than 1 year and not later than 5 years
564,706
---------
----
848,792
---------
----
26. Directors' advances, credits and guarantees
During the Period the directors entered into the following advances and credits with the company and its subsidiary undertakings:
31 Dec 24
Balance brought forward
Advances/ (credits) to the directors
Balance outstanding
£
£
£
Mr Douglas Adams
4,786
4,786
----
-------
-------