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COMPANY REGISTRATION NUMBER: 03690221

Tamaris (RAM) Limited

Filleted Unaudited Abridged Financial Statements

8 June 2024

Tamaris (RAM) Limited

Abridged Financial Statements

Year Ended 8 June 2024

Contents | Page

Abridged statement of financial position | 1

Notes to the abridged financial statements | 3

Tamaris (RAM) Limited

Abridged Statement of Financial Position

8 June 2024

| 2024 | 2023
Note | £ | £ | £

Fixed Assets

Tangible assets | 8 |  | 132,561 | –

Current Assets

Debtors | 1,433,775 |  | 355,000
Cash at bank and in hand | 184,078 |  | 591,000
| ------------ |  | ---------
| 1,617,853 |  | 946,000

Creditors: amounts falling due within one year | 948,092 |  | 3,071,000
| ------------ |  | ------------
Net Current Assets/(Liabilities) |  | 669,761 | ( 2,125,000)
|  | --------- | ------------
Total Assets Less Current Liabilities |  | 802,322 | ( 2,125,000)

Provisions |  | – | 1,713,000
|  | --------- | ------------
Net Assets/(Liabilities) |  | 802,322 | ( 3,838,000)
|  | --------- | ------------

Capital and Reserves

Called up share capital | 9 |  | 2 | 2
Capital contribution |  | 1,066,000 | 1,066,000
Profit and loss account |  | ( 263,680) | ( 4,904,002)
|  | ------------ | ------------
Shareholders Funds/(Deficit) |  | 802,322 | ( 3,838,000)
|  | ------------ | ------------

These abridged financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the abridged statement of comprehensive income has not been delivered.
For the year ending 8 June 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
- The members have not required the company to obtain an audit of its abridged financial statements for the year in question in accordance with section 476 ;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of abridged financial statements .
All of the members have consented to the preparation of the abridged statement of comprehensive income and the abridged statement of financial position for the year ending 8 June 2024 in accordance with Section 444(2A) of the Companies Act 2006.

Tamaris (RAM) Limited

Abridged Statement of Financial Position (continued)

8 June 2024
These abridged financial statements were approved by the board of directors and authorised for issue on 5 September 2025 , and are signed on behalf of the board by:

Mr P C M Hansen
Director

Company registration number: 03690221

Tamaris (RAM) Limited

Notes to the Abridged Financial Statements

Year Ended 8 June 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Us15 Armstrong House, First Avenue, Doncaster Finningley Airport, Doncaster, DN9 3GA.
2. Statement of compliance
These abridged financial statements have been prepared in compliance with Section 1A of 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. The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
In considering whether it is appropriate to prepare these financial statements on a going concern basis the Directors have considered the requirements of FRS 102, which states that an entity is a going concern unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. On 8 June 2023 Stay Properties APS (a Danish company) acquired 100% of the share capital of the company. On the day of completion, the Company had the leasehold on 3 properties: Forfar, Cumbernauld and Montrose. The company operated the properties in Forfar and in Cumbernauld as care homes, but the Montrose property was closed as a care home. The directors reviewed the Montrose property, and it was deemed not cost effective to reopen as a care home. The outstanding term on the lease agreement was extensive and the directors' started discussions with the lessor to agree an early exit of the lease agreement. It was apparent that no agreement could be reached and after consultation the directors made the decision to enter Tamaris (RAM) into a Company Voluntary Arrangement (CVA). This was undertaken by Begbies Traynor on the 20 September 2023 and was fully implemented as of 11 March 2024. This resulted in revisions to the lease agreements on the Benholm and Cumbernauld properties. A separate agreement was made regarding the Montrose lease where a settlement payment of £140,000 was paid to fully settle any liabilities relating to the lease. The company was acquired by Each Other Care Holdings Ltd on 26 December 2024 and is now part of the Each Other Care Group “Group”. Cash is managed at a group level and the Company has provided cross guarantees in respect of the Group’s external bank loans. The bank loans include various financial covenants and certain loans are due to be refinanced within 12 months of the approval of the financial statements. Refinance discussions have not yet commenced and as such, whilst the Directors remain confident of their ability to refinance these debts, there can be no certainty of the Group’s ability to refinance. The Group continue to be reliant on debt funding to support the Group’s activities. Given the reliance on Group wide management of cash and covenant compliance, the guarantees provided to the bank by the Company and the Group refinancing requirement within the next 12 months, the Directors consider that this gives rise to a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be necessary were the going concern assumption deemed to be inappropriate.
Revenue recognition
The turnover shown in the profit and loss account represents residents' fees earned during the period.
Taxation
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
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.
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its residual value, over the useful economic life of that asset as follows:

| Plant and machinery | - | 25% straight line
| Fixtures and fittings | - | 20% straight line
| Motor vehicles | - | 25% straight line
| Office equipment | - | 25% straight line

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.
Government grants
Government and local authority grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government and local authority grants are recognised using the performance model.
Exceptional items
Items that are material in size and non-recurring in nature are presented as exceptional items in the profit and loss account. The directors are of the opinion that the separate recording of exceptional items provides helpful information about the Company's underlying business performance. Events which may give rise to the classification of items as exceptional include restructuring of businesses, changes to business processes, gain or losses on the disposal or impairment of assets and other significant non-recurring gains or losses.
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
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.
Financial instruments
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
4. Turnover
Turnover for the year amounted to £4,055,612 (2023: £2,123,828).
5. Employee numbers
The average number of persons employed by the company during the year amounted to 102 (2023: 59 ).
6. Exceptional items

|  | Year to 8 Jun 2024 | Period from 1 Jan 23 to 8 Jun 23
|  | £ | £
| CVA write off | (3,909,814) | –
| Opening balance sheet adjustments | (552,404) | –
| Montrose lease settlement | 140,000 | –
| Impairment of equipment and fixtures | – | 37,630
| Termination payments | – | 15,000
| Related party debtor provision | – | (209,437)
| Write off historical rent liabilities | – | (458,999)
| Operating lease provision release | – | (324,000)
| Sundry | – | (25,908)
| Total | (4,322,218) | (965,714)

7. Grant income

|  | Period from 1 Jan 23 to 8 Jun 23
|  | £
| Covid support income | 2,777

8. Tangible assets

| Leasehold improvements | Plant and machinery | Fixtures and fittings | Motor vehicles | Office equipment | Total
| £ | £ | £ | £ | £ | £
Cost |  |  |  |  |  |
At 9 Jun 2023 | – | – | 2,137,310 | – | – | 2,137,310
Additions | 53,206 | 23,219 | 27,948 | 500 | 38,404 | 143,277
| -------- | -------- | ------------ | ---- | -------- | ------------
At 8 Jun 2024 | 53,206 | 23,219 | 2,165,258 | 500 | 38,404 | 2,280,587
| -------- | -------- | ------------ | ---- | -------- | ------------
Depreciation |  |  |  |  |  |
At 9 Jun 2023 | – | – | 2,137,310 | – | – | 2,137,310
Charge for the year | – | 1,311 | 3,947 | 125 | 5,333 | 10,716
| -------- | -------- | ------------ | ---- | -------- | ------------
At 8 Jun 2024 | – | 1,311 | 2,141,257 | 125 | 5,333 | 2,148,026
| -------- | -------- | ------------ | ---- | -------- | ------------
Carrying amount |  |  |  |  |  |
At 8 Jun 2024 | 53,206 | 21,908 | 24,001 | 375 | 33,071 | 132,561
| -------- | -------- | ------------ | ---- | -------- | ------------
At 8 Jun 2023 | – | – | – | – | – | –
| -------- | -------- | ------------ | ---- | -------- | ------------

9. Called up share capital
Issued, called up and fully paid

| 2024 | 2023
| No. | £ | No. | £
Ordinary shares of £ 1 each | 2 | 2 | 2 | 2
| ---- | ---- | ---- | ----

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. Other comprehensive income The company has no recognised gains or losses in the current or prior period other than those reported in the profit or loss account. Capital contribution reserve During the comparative period, inter-company liabilities of £1,066,000 were waived by the Company's parent company. As such, this has been accounted for as a capital contribution.
10. Post balance sheet events
Tamaris (Ram) Ltd was sold to Stay Properties ApS on 8 June 2023. This sale included the leaseholds for three care homes: Benholm, Cumbernauld, and Montrose. The Benholm and Cumbernauld homes were operating care home, whereas the Montrose home had already been closed.
On the day of completion, the Company had the leasehold on 3 properties: Forfar, Cumbernaul and in Montrose. The company operated the properties in Forfar and in Cumbernauld as care homes, but the Montrose property was closed as a care home. The directors reviewed the Montrose property, and it was deemed not cost effective to reopen as a care home. The outstanding term on the lease agreement was extensive and the directors' started discussions with the lessor to agree an early exit of the lease agreement.
It was apparent that no agreement could be reached and after consultation the directors made the decision to enter Tamaris (RAM) into a Company Voluntary Arrangement (CVA). This was undertaken by Begbies Traynor on the 20 September 2023 and was fully implemented as of 11 March 2024. This resulted in revisions to the lease agreements on the Benholm and Cumbernauld properties. A separate agreement was made regarding the Montrose lease where a settlement payment of £140,000 was paid to fully settle any liabilities relating to the lease.
Subsequently, the company was acquired by Each Other Care Holdings Ltd on 26 December 2024 and is now part of the Each Other Care Group. On 9 April 2024 the Company became a Guarantor for debt held by Each Other Care Holdings Ltd.
11. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:

| 2024 | 2023
| £ | £
Not later than 1 year | 192,000 | 707,000
Later than 1 year and not later than 5 years | 688,261 | 2,530,000
Later than 5 years | 981,788 | 3,887,000
| ------------ | ------------
| 1,862,049 | 7,124,000
| ------------ | ------------

Operating lease rentals are shown for the full contractual term, however the entity was impacted by a leasehold estate review at the period end and up to the date of disposal and future lease liabilities may also be impacted by a Creditors Voluntary Arrangement (CVA). See note 11.
12. Related party transactions
The directors have taken advantage of the exemption in FRS 102 Section 33.1A and, as the Company was a wholly owned subsidiary of Stay Properties ApS during the financial period, have not disclosed related party transactions with the Company's parent and fellow subsidiary undertakings.
13. Controlling party
At 8 June 2023 the Company's immediate and ultimate parent company at the period end was Stay Properties ApS , a company incorporated in Denmark.