Company registration number 15541723 (England and Wales)
PANACEA BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PANACEA BIDCO LIMITED
COMPANY INFORMATION
Directors
D Gerrard
(Appointed 6 September 2024)
S C Davis
(Appointed 6 September 2024)
R A Dhanani
(Appointed 6 September 2024)
L G Tamberlin
(Appointed 5 March 2024)
O J Marshall
(Appointed 5 March 2024)
P Stanford
(Appointed 12 December 2024)
Secretary
Company number
15541723
Registered office
110 Wigmore Street
London
United Kingdom
W1U 3RW
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
PANACEA BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 33
PANACEA BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period ended 31 December 2024.

Principal activities

UKAT is a leading provider of residential addiction treatment and behavioural and mental health services in the United Kingdom.

Review of the business

The Group’s turnover is principally derived from the provision of residential addiction treatment services. These services are funded through a mix of private self-pay, local authorities, and private medical insurance providers. UKAT’s residential programmes typically span 14 to 28 days and are delivered through a multi-disciplinary clinical model that includes therapeutic, medical, and aftercare components.

Operating a national network of eight treatment centres across England and offering approximately 200 beds, the Group specialises in evidence-based, person-centred care for individuals suffering from substance misuse and co-occurring mental health conditions. The Group's purpose is to deliver affordable, effective, and sustainable recovery to those in need, with a strong emphasis on clinical quality, safety, and long-term life change. All UKAT services are rated “Good” by the Care Quality Commission (CQC).

UKAT is one of the most recognised addiction treatment brands in the UK, known for affordable price point without compromising clinical excellence. Following a period of instability under prior ownership, on 6 September 2024 the operations of UKAT were acquired by Panacea Bidco Limited, a special purpose vehicle capitalised with funds advised by Sullivan Street Partners, a UK-based private equity firm specialising in operational transformation and growth investment.

Since the acquisition, UKAT has undergone stabilisation and strategic repositioning. A new Board and leadership team were appointed, and a renewed focus placed on governance, regulatory compliance, and operational excellence. Notable investments have included upgrades to the residential estate, enhancements to clinical governance frameworks, and improvements in staff development and engagement. These initiatives have helped ensure the continued delivery of safe, high-quality care and positive, sustainable patient outcomes.

Principal risks and uncertainties

Regulation – The Group operates in a tightly regulated environment. Risks include compliance with health and safety standards, the secure handling of controlled drugs, safeguarding protocols, and data protection. All sites are subject to regular inspections by the CQC. Failure to meet regulatory standards could lead to enforcement actions, including service suspension. The Group mitigates these risks through a robust clinical governance framework, centralised compliance oversight, and regular internal audits.

Employment – Staffing remains a key operational risk. UKAT relies on the availability of qualified clinicians, therapists, nurses, and medical staff to deliver safe, effective care. The Group manages this risk through structured training and development pathways, competitive compensation and benefits, and a proactive recruitment strategy. In response to sector-wide workforce pressures, UKAT continues to monitor the impact of regulatory and wage policy changes, including the National Living Wage and the Apprenticeship Levy.

Financial Risks

Inflation – Like many operators in the sector, UKAT is exposed to macroeconomic variables, notably wage and cost inflation. As a mid-market provider, the Group is focused on maintaining affordability for patients while managing input cost pressures. Inflation in wages and supplier pricing poses a risk if not offset by service pricing or operational efficiencies. These pressures are actively managed through procurement, pricing discipline, and productivity initiatives.

Interest rates – Interest rate risk is another consideration. The Group carries a level of external debt following the acquisition and is therefore exposed to fluctuations in market interest rates. Financing structures are being managed to provide stability, and hedging or fixed-rate mechanisms may be deployed where appropriate to mitigate volatility in interest costs.

PANACEA BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Development and performance

The Board remains confident in UKAT’s future prospects. The Group’s strategic priorities include enhancing the quality and consistency of care, expanding services into new geographies, and further investing in talent and technology. A phased digital strategy is being developed to improve access, enhance clinical outcomes, and optimise care pathways. Plans are also underway to invest further in the core estate, ensuring facilities remain safe, therapeutic, and modern.

UKAT intends to broaden its service mix and diversify revenue sources, including increasing the proportion of services funded through public contracts and private medical insurance. The Group is actively pursuing acquisition opportunities in core services in new geographies and adjacent areas of behavioural and mental health. These initiatives align with the Group’s mission to sustainably change lives through accessible, high-quality treatment.

On behalf of the board

S C Davis
Director
29 June 2025
PANACEA BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

D Gerrard
(Appointed 6 September 2024)
S C Davis
(Appointed 6 September 2024)
R A Dhanani
(Appointed 6 September 2024)
L G Tamberlin
(Appointed 5 March 2024)
B G Raingill
(Appointed 6 September 2024 and resigned 3 October 2024)
O J Marshall
(Appointed 5 March 2024)
P Stanford
(Appointed 12 December 2024)
Auditor

Gerald Edelman LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

PANACEA BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Going concern

The financial statements have been prepared on the assumption that the group is a going concern.

Following the acquisition of UKAT Group of companies, the group continues to trade profitably, and the directors have reviewed the forecast for the group for at least 12 months from the date of approval of the financial statements. The directors have therefore concluded that the group has adequate resources to continue in operational existence for the foreseeable future and thus, the going concern basis to be appropriate for the preparation of the financial statements for the period ended 31 December 202 4.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
S C Davis
Director
29 June 2025
PANACEA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PANACEA BIDCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Panacea Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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 group's and 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; 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 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 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 our audit:

- T he information given in the strategic report and the directors' r eport 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.

PANACEA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PANACEA BIDCO LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

The extent to which the audit was considered capable of detecting irregularities including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

- Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

- Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journals; fraudulent expenses.

- Obtaining understanding of the legal and regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations we considered in this context included UK Companies Act, tax legislation, employment law, health and safety, CQC regulations and Money Laundering Act.

PANACEA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PANACEA BIDCO LIMITED
- 7 -

Audit response to risks identified Fraud due to management override

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships.

- Audited the risk of management override of controls, including through testing journal entries for appropriateness.

- Investigated the rationale behind significant or unusual transactions.

Irregularities and non-compliance with laws and regulations

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but are not limited to:

- Agreeing financial statements disclosures to underlying supporting documentation.

- Enquiring of management as to actual and potential litigation claims.

- Reviewing correspondence with HMRC.

- Reviewing latest CQC reports.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance. Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Hemen Doshi FCCA (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP, Statutory Auditor
Chartered Accountants
73 Cornhill
London
EC3V 3QQ
29 June 2025
PANACEA BIDCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Period
ended
31 December
2024
Notes
£
Turnover
3
5,709,633
Cost of sales
(2,465,660)
Gross profit
3,243,973
Administrative expenses
(5,573,074)
Other operating income
20,561
Operating loss
4
(2,308,540)
Interest receivable and similar income
7
30
Interest payable and similar expenses
8
(2,906,538)
Loss before taxation
(5,215,048)
Tax on loss
9
(818,265)
Loss for the financial period
(6,033,313)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
PANACEA BIDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
Period
ended
31 December
2024
£
Loss for the period
(6,033,313)
Other comprehensive income
-
Total comprehensive income for the period
(6,033,313)
Total comprehensive income for the period is all attributable to the owners of the parent company.
PANACEA BIDCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
Notes
£
£
Fixed assets
Goodwill
10
33,247,500
Other intangible assets
10
1
Total intangible assets
33,247,501
Tangible assets
11
7,099,865
40,347,366
Current assets
Stocks
14
3,000
Debtors
15
1,417,581
Cash at bank and in hand
1,717,237
3,137,818
Creditors: amounts falling due within one year
16
(35,893,496)
Net current liabilities
(32,755,678)
Total assets less current liabilities
7,591,688
Creditors: amounts falling due after more than one year
17
(13,625,000)
Net liabilities
(6,033,312)
Capital and reserves
Called up share capital
20
1
Profit and loss reserves
(6,033,313)
Total equity
(6,033,312)

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 29 June 2025 and are signed on its behalf by:
29 June 2025
S C Davis
Director
Company registration number 15541723 (England and Wales)
PANACEA BIDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
Notes
£
£
Fixed assets
Investments
12
48,193,047
48,193,047
Current assets
Debtors
15
1,654,464
Cash at bank and in hand
404,612
2,059,076
Creditors: amounts falling due within one year
16
(41,690,010)
Net current liabilities
(39,630,934)
Total assets less current liabilities
8,562,113
Creditors: amounts falling due after more than one year
17
(13,625,000)
Net liabilities
(5,062,887)
Capital and reserves
Called up share capital
20
1
Profit and loss reserves
(5,062,888)
Total equity
(5,062,887)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £5,062,888.

The financial statements were approved by the board of directors and authorised for issue on 29 June 2025 and are signed on its behalf by:
29 June 2025
S C Davis
Director
Company registration number 15541723 (England and Wales)
PANACEA BIDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 5 March 2024
-
-
-
Period ended 31 December 2024:
Loss and total comprehensive income
-
(6,033,313)
(6,033,313)
Issue of share capital
20
1
-
1
Balance at 31 December 2024
1
(6,033,313)
(6,033,312)
PANACEA BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 5 March 2024
-
-
-
Period ended 31 December 2024:
Profit and total comprehensive income
-
(5,062,888)
(5,062,888)
Issue of share capital
20
1
-
1
Balance at 31 December 2024
1
(5,062,888)
(5,062,887)
PANACEA BIDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(13,378,419)
Interest paid
(494,973)
Income taxes paid
(96,159)
Net cash outflow from operating activities
(13,969,551)
Investing activities
Purchase of business
(26,289,583)
Purchase of tangible fixed assets
(287,268)
Interest received
30
Net cash used in investing activities
(26,576,821)
Financing activities
Proceeds from issue of shares
1
Advances from holding company
27,263,608
Proceeds from bank loans
15,000,000
Net cash generated from financing activities
42,263,609
Net increase in cash and cash equivalents
1,717,237
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,717,237
PANACEA BIDCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(15,092,497)
Interest paid
(476,918)
Net cash outflow from operating activities
(15,569,415)
Investing activities
Purchase of business
(26,289,582)
Net cash used in investing activities
(26,289,582)
Financing activities
Proceeds from issue of shares
1
Advances from holding company
27,263,608
Proceeds from bank loans
15,000,000
Net cash generated from financing activities
42,263,609
Net increase in cash and cash equivalents
404,612
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
404,612
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Panacea Bidco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 110 Wigmore Street, London, United Kingdom, W1U 3RW. .

The group consists of Panacea Bidco Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on the 5 March 202 4. The reporting period is from the 5 March 202 4 to the 31 December 2024.

1.2
Accounting convention

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Panacea Bidco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
Straight line over 10 years
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% on reducing balance
Leasehold land and buildings
25% on reducing balance
Leasehold improvements
25% on reducing balance
Plant and equipment
25% - 33% on reducing balance
Fixtures and fittings
25% on reducing balance
Computers
25% on reducing balance
Motor vehicles
25% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Borrowing costs related to fixed assets

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Borrowing costs are recognised as an expense in the period in which they are incurred. The company applies the recognition principles in accordance with Section 25 of FRS 102 Borrowing Costs, which does not permit the capitalisation of borrowing costs on qualifying assets. Accordingly, all interest and other costs incurred in connection with the borrowing of funds are expensed to profit or loss as incurred.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.14
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.15
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors 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 m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.16
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.17
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provision for bad debt

At each reporting date, the company reviews the recoverability of trade receivables and recognises an impairment loss where there is objective evidence that the receivable is not recoverable. The provision is based on historical loss experience, adjusted for current economic conditions and specific debtor circumstances.

3
Turnover
2024
£
Turnover analysed by class of business
5,709,633

The whole of turnover is attributable to the principal activity of the Group wholly undertaken in the United Kingdom.

4
Operating loss
2024
£
Operating loss for the period is stated after charging/(crediting):
Exchange gains
(3,615)
Fees payable to the group's auditor for the audit of the group's financial statements
109,000
Depreciation of owned tangible fixed assets
181,869
Loss on disposal of tangible fixed assets
2,404
Amortisation of intangible assets
1,160,023
Operating lease charges
89,356
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2024
Number
Number
196
3
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
1,736,043
380,653
Social security costs
236,025
51,357
Pension costs
33,801
440
2,005,869
432,450
6
Directors' remuneration
2024
£
Remuneration for qualifying services
376,486
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
£
Remuneration for qualifying services
152,500
7
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
30
2024
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
30
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
8
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
476,918
Interest payable to group undertakings
2,411,565
2,888,483
Other finance costs:
Other interest
18,055
Total finance costs
2,906,538
9
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
463,918
Adjustments in respect of prior periods
354,347
Total current tax
818,265

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(5,215,048)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(1,303,762)
Tax effect of expenses that are not deductible in determining taxable profit
17,542
Unutilised tax losses carried forward
1,120,131
Group relief
312,149
Permanent capital allowances in excess of depreciation
(17,614)
Depreciation on assets not qualifying for tax allowances
45,467
Amortisation on assets not qualifying for tax allowances
290,005
Under/(over) provided in prior years
354,347
Taxation charge
818,265
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 26 -
10
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 5 March 2024
-
0
-
0
-
0
Additions - separately acquired
33,799,193
-
0
33,799,193
Additions - business combinations
608,330
1
608,331
At 31 December 2024
34,407,523
1
34,407,524
Amortisation and impairment
At 5 March 2024
-
0
-
0
-
0
Amortisation charged for the period
1,160,023
-
0
1,160,023
At 31 December 2024
1,160,023
-
0
1,160,023
Carrying amount
At 31 December 2024
33,247,500
1
33,247,501
The company had no intangible fixed assets at 31 December 2024.
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 5 March 2024
-
0
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Additions
-
0
132,590
5,803
5,118
54,532
89,225
-
0
287,268
Business combinations
5,843,902
357,953
-
0
655,280
127,940
9,391
2,404
6,996,870
Disposals
-
0
-
0
-
0
-
0
-
0
-
0
(10,751)
(10,751)
At 31 December 2024
5,843,902
490,543
5,803
660,398
182,472
98,616
(8,347)
7,273,387
Depreciation and impairment
At 5 March 2024
-
0
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
42,246
67,747
20
26,415
29,888
15,553
-
0
181,869
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
-
0
-
0
(8,347)
(8,347)
At 31 December 2024
42,246
67,747
20
26,415
29,888
15,553
(8,347)
173,522
Carrying amount
At 31 December 2024
5,801,656
422,796
5,783
633,983
152,584
83,063
-
0
7,099,865
The company had no tangible fixed assets at 31 December 2024.
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
48,193,047
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 5 March 2024
-
Additions
48,193,047
At 31 December 2024
48,193,047
Carrying amount
At 31 December 2024
48,193,047
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Treatment Direct Limited
United Kingdom
Drug and alcohol rehabilitation services
Ordinary
100.00
Liberty House Clinic Limited
United Kingdom
Drug and alcohol rehabilitation services
Ordinary
100.00
Blue Skies Addiction Centre Limited
United Kingdom
Drug and alcohol rehabilitation services
Ordinary
100.00
UK Addiction Treatment Limited
United Kingdom
Drug and alcohol rehabilitation services
Ordinary
100.00
Sanctuary Banbury Limited
United Kingdom
Drug and alcohol rehabilitation services
Ordinary
100.00
UKAT Group Limited
United Kingdom
Activities of other holding company
Ordinary
100.00
UKAT Online Limited (formally known as Care Referrals Limited)
United Kingdom
Providing referral services for drug and alcohol rehabilitation centres
Ordinary
100.00
The Recovery Web Solutions Limited
United Kingdom
Dormant
Ordinary
100.00
The Recovery House Limited
United Kingdom
Dormant
Ordinary
100.00

The investments in subsidiaries are all stated at cost.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
14
Stocks
Group
Company
2024
2024
£
£
Finished goods and goods for resale
3,000
-
0
15
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
409,069
5,839
Amounts owed by group undertakings
-
919,315
Other debtors
723,695
708,685
Prepayments and accrued income
284,817
20,625
1,417,581
1,654,464
16
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans
18
1,375,000
1,375,000
Trade creditors
2,041,558
1,629,764
Amounts owed to group undertakings
29,675,175
38,424,420
Corporation tax payable
914,424
-
0
Other taxation and social security
7,085
7,085
Other creditors
1,030,944
40,822
Accruals and deferred income
849,310
212,919
35,893,496
41,690,010
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
18
13,625,000
13,625,000
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 30 -
18
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
15,000,000
15,000,000
Payable within one year
1,375,000
1,375,000
Payable after one year
13,625,000
13,625,000

The bank loan s is secured by way of legal charge on all the property of the company. The re are a fixed and floating charge on the assets of the company, The loan s (Facility A and Facility B) are subject to annual interest at 5% and 5.25% over the base rate. Facility A loan is repayable in installments in the amounts and on the dates specified in the repayment schedule at Schedule 3, final installment date is 31 July 2029. Facility B loan is repayable in 60 months from the facility agreement date 5 September 2024.

19
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
33,801

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1
1

The share has full rights regarding voting, payment of dividends and capital distribution (including on winding up). They do not confer rights of redemption.

PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 31 -
21
Acquisition of a business

On 6 September 2024 the group acquired 100 percent of the issued capital of UKAT group of entities.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
608,331
-
608,331
Property, plant and equipment
6,996,870
-
6,996,870
Inventories
3,000
-
3,000
Trade and other receivables
9,075,610
-
9,075,610
Cash and cash equivalents
1,182
-
1,182
Trade and other payables
(2,291,140)
-
(2,291,140)
Total identifiable net assets
14,393,853
-
14,393,853
Goodwill
33,799,193
Total consideration
48,193,046
The consideration was satisfied by:
£
Cash
26,289,582
Other consideration
21,903,464
48,193,046
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,709,634
Profit after tax
1,098,710
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 32 -
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2024
£
£
Within one year
454,636
-
Between two and five years
537,431
-
In over five years
83,299
-
1,075,366
-
23
Controlling party

On 5 M arch 2024, the entity was acquired by Panacea Finco Limited. As a result, the ultimate controlling party is HIP V Aggregator S.C.A SICAV RAIF which is incorporated in Luxembourg.

24
Cash absorbed by group operations
2024
£
Loss after taxation
(6,033,313)
Adjustments for:
Taxation charged
818,265
Finance costs
2,906,538
Investment income
(30)
Loss on disposal of tangible fixed assets
2,404
Amortisation and impairment of intangible assets
1,160,023
Depreciation and impairment of tangible fixed assets
181,869
Movements in working capital:
Decrease in debtors
7,658,029
Decrease in creditors
(20,072,204)
Cash absorbed by operations
(13,378,419)
PANACEA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 33 -
25
Cash absorbed by operations - company
2024
£
Loss after taxation
(5,062,888)
Adjustments for:
Finance costs
2,888,483
Movements in working capital:
Increase in debtors
(1,654,464)
Decrease in creditors
(11,263,628)
Cash absorbed by operations
(15,092,497)
26
Analysis of changes in net debt - group
5 March 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
-
1,717,237
1,717,237
Borrowings excluding overdrafts
-
(15,000,000)
(15,000,000)
-
(13,282,763)
(13,282,763)
27
Analysis of changes in net debt - company
5 March 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
-
404,612
404,612
Borrowings excluding overdrafts
-
(15,000,000)
(15,000,000)
-
(14,595,388)
(14,595,388)
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