REGISTERED NUMBER: 13162835 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BEKA HOSPITEC MANAGEMENT TOPCO LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

Mr M A Colebrook

Mr R X Deschler

Dr K D Kwok

Mr A R W Kwok

Mr J B P C Stuart-Smith

REGISTERED OFFICE:

The Elephant Works

Andoversford Link

Andoversford

Cheltenham

Gloucestershire

GL54 4LB

REGISTERED NUMBER:

13162835 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Mark Nicholas Winks FCCA

AUDITORS:

Bronsens

Chartered Certified Accountants

Statutory Auditors

Eden House

Two Rivers Business Park

Witney

Oxfordshire

OX28 4BL

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the end of the year. Our review of our business is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face as a care solutions manufacturer and installer.

In the directors' opinion the group's key performance indicators are as follows;

2024

2023

Turnover

13,037,120

13,509,730

Gross profit margin

6,624,235

6,651,872

Net profit before tax

(331,737

)

(353,671

)

Net assets

6,534,607

7,562,122

Group policy has been to focus on increasing each sector revenue wherever possible.

The Board of Directors are committed to the continued growth of the Group with success based on our customer centric focus, enhanced and innovative value propositions, excellence of delivery and motivated and empowered personnel.

We remain indebted for the exceptional efforts of our clients, business partners and staff whose contribution, effort and expertise is remarkable.

FUTURE DEVELOPMENTS

With the current risks and uncertainties in mind, we are aware that any plans for future development of our business may be subject to unforeseen future events outside our control.

It is our intention to improve on profitability, whilst maintaining revenue growth and build on the results achieved in 2024.

ON BEHALF OF THE BOARD:

Mr M A Colebrook - Director

30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 65,022 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr M A Colebrook

Mr R X Deschler

Dr K D Kwok

Mr A R W Kwok

Mr J B P C Stuart-Smith

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr M A Colebrook - Director

30 September 2025

Opinion

We have audited the financial statements of Beka Hospitec Management Topco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Mr Mark Nicholas Winks FCCA (Senior Statutory Auditor)

for and on behalf of Bronsens

Chartered Certified Accountants

Statutory Auditors

Eden House

Two Rivers Business Park

Witney

Oxfordshire

OX28 4BL

30 September 2025

TURNOVER

13,037,120

13,509,730

Cost of sales

6,412,885

6,857,858

GROSS PROFIT

6,624,235

6,651,872

Administrative expenses

6,930,604

6,925,322

(306,369

)

(273,450

)

Other operating income

(10,867

)

(64,455

)

OPERATING LOSS

4

(317,236

)

(337,905

)

Interest receivable and similar income

4,354

274

(312,882

)

(337,631

)

Interest payable and similar expenses

5

18,855

16,040

LOSS BEFORE TAXATION

(331,737

)

(353,671

)

Tax on loss

6

121,108

120,168

LOSS FOR THE FINANCIAL YEAR

(452,845

)

(473,839

)

OTHER COMPREHENSIVE INCOME

Transfer to Minority Interest

(495,204

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(495,204

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(948,049

)

(473,839

)

Loss attributable to:

Owners of the parent

(467,289

)

(474,946

)

Non-controlling interests

14,444

1,107

(452,845

)

(473,839

)

Total comprehensive income attributable to:

Owners of the parent

(1,570,773

)

(474,946

)

Non-controlling interests

622,724

1,107

(948,049

)

(473,839

)

FIXED ASSETS

Intangible assets

9

3,383,813

3,688,233

Tangible assets

10

392,183

516,273

Investments

11

-

-

3,775,996

4,204,506

CURRENT ASSETS

Stocks

12

2,054,821

2,009,567

Debtors

13

1,820,724

2,167,781

Cash at bank

579,991

567,401

4,455,536

4,744,749

CREDITORS

Amounts falling due within one year

14

1,074,201

1,387,133

NET CURRENT ASSETS

3,381,335

3,357,616

TOTAL ASSETS LESS CURRENT LIABILITIES

7,157,331

7,562,122

CAPITAL AND RESERVES

Called up share capital

17

4,710,000

4,710,000

Retained earnings

1,824,607

2,852,122

SHAREHOLDERS' FUNDS

6,534,607

7,562,122

NON-CONTROLLING INTERESTS

18

622,724

-

TOTAL EQUITY

7,157,331

7,562,122

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mr M A Colebrook - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

4,710,000

4,710,000

4,710,000

4,710,000

CURRENT ASSETS

Debtors

13

3,900

-

Cash at bank

502

1,066

4,402

1,066

CREDITORS

Amounts falling due within one year

14

3,900

-

NET CURRENT ASSETS

502

1,066

TOTAL ASSETS LESS CURRENT LIABILITIES

4,710,502

4,711,066

CAPITAL AND RESERVES

Called up share capital

17

4,710,000

4,710,000

Retained earnings

502

1,066

SHAREHOLDERS' FUNDS

4,710,502

4,711,066

Company's profit for the financial year

64,458

100,813

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mr M A Colebrook - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2023

4,710,000

3,426,815

8,136,815

132,706

8,269,521

Changes in equity

Dividends

-

(99,747

)

(99,747

)

-

(99,747

)

Total comprehensive income

-

(474,946

)

(474,946

)

1,107

(473,839

)

4,710,000

2,852,122

7,562,122

133,813

7,695,935

Acquisition of non-controlling interest

-

-

-

(133,813

)

(133,813

)

Balance at 31 December 2023

4,710,000

2,852,122

7,562,122

-

7,562,122

Changes in equity

Dividends

-

(65,022

)

(65,022

)

-

(65,022

)

Total comprehensive income

-

(962,493

)

(962,493

)

622,724

(339,769

)

Balance at 31 December 2024

4,710,000

1,824,607

6,534,607

622,724

7,157,331

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

4,710,000

-

4,710,000

Changes in equity

Dividends

-

(99,747

)

(99,747

)

Total comprehensive income

-

100,813

100,813

Balance at 31 December 2023

4,710,000

1,066

4,711,066

Changes in equity

Dividends

-

(65,022

)

(65,022

)

Total comprehensive income

-

64,458

64,458

Balance at 31 December 2024

4,710,000

502

4,710,502

Cash flows from operating activities

Cash generated from operations

1

357,172

118,707

Interest paid

(18,855

)

(16,040

)

Tax paid

(156,590

)

(149,529

)

Net cash from operating activities

181,727

(46,862

)

Cash flows from investing activities

Purchase of intangible fixed assets

(184,401

)

(223,235

)

Purchase of tangible fixed assets

(39,066

)

(115,636

)

Sale of tangible fixed assets

7,585

27,599

Acquisition of non-controlling interest

175,163

(133,813

)

Interest received

4,354

274

Net cash from investing activities

(36,365

)

(444,811

)

Cash flows from financing activities

Equity dividends paid

(65,022

)

(99,747

)

Dividends paid to minority interests

(62,087

)

-

Net cash from financing activities

(127,109

)

(99,747

)

Increase/(decrease) in cash and cash equivalents

18,253

(591,420

)

Cash and cash equivalents at beginning of year

2

561,738

1,153,158

Cash and cash equivalents at end of year

2

579,991

561,738

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Loss before taxation

(331,737

)

(353,671

)

Depreciation charges

644,392

669,141

Finance costs

18,855

16,040

Finance income

(4,354

)

(274

)

327,156

331,236

(Increase)/decrease in stocks

(45,254

)

344,393

Decrease/(increase) in trade and other debtors

347,057

(476,602

)

Decrease in trade and other creditors

(271,787

)

(80,320

)

Cash generated from operations

357,172

118,707

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

579,991

567,401

Bank overdrafts

-

(5,663

)

579,991

561,738

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

567,401

1,153,392

Bank overdrafts

(5,663

)

(234

)

561,738

1,153,158

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

567,401

12,590

579,991

Bank overdrafts

(5,663

)

5,663

-

561,738

18,253

579,991

Total

561,738

18,253

579,991

1.	STATUTORY INFORMATION

Beka Hospitec Management Topco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements incorporate those of Beka Hospitec Management Topco Ltd and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefit). Subsidiaries are included within the consolidated financial statements from the date on which the group obtains control and excluded from the date on which that control ceases.

All financial statements are made up to 31 December 2024. The accounting policies of subsidiaries are in line with the Group accounting policies as disclosed within these financial statements.

All intra-group transactions, balances and unreaslised gains on transactions between companies are eliminated on consolidation.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

10% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

4,043,451

3,891,952

Social security costs

997

4,026

4,044,448

3,895,978

The average number of employees during the year was as follows:

31.12.24

31.12.23

Employees

60

61

31.12.24

31.12.23

£

£

Directors' remuneration

282,777

266,570

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

31.12.24

31.12.23

£

£

Emoluments etc

282,777

266,570

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.24

31.12.23

£

£

Other operating leases

23,767

23,033

Depreciation - owned assets

155,571

184,279

Goodwill amortisation

482,437

467,996

Computer software amortisation

6,384

16,866

Auditors' remuneration

16,936

17,391

Foreign exchange differences

169,765

241,707

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Other interest paid

18,855

16,040

6.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

116,464

113,911

Under / over provision for prior periods

4,644

6,257

Tax on loss

121,108

120,168