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Registration number: 12485767

Iris Care Group Limited
Annual Report and Consolidated Financial Statements
for the Period from 1 May 2024 to 31 March 2025

Iris Care Group Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4 to 5
Statement of Directors' Responsibilities | 6
Independent Auditor's Report | 7 to 9
Consolidated Profit and Loss Account | 10
Consolidated Balance Sheet | 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 to 31

Iris Care Group Limited

Company Information

Directors | S M Clunie R W Correia A P R Hough T M Power M L Western

Registered office | Unit 1 Castleton Court Fortran Road St Mellons Cardiff CF3 0LT

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Iris Care Group Limited

Strategic Report for the period from 1 May 2024 to 31 March 2025

The Directors present their strategic report for the period from 1 May 2024 to 31 March 2025. The comparative
period is for the year ended 30 April 2024.

Principal activity

The principal activity of the group is as a holding company.
The principal activity of the group is that of the provision of residential care and supported living services for persons with learning disabilities and domiciliary care to the elderly. It is also involved in property development in the care sector.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £84,002,836 (2024 - £85,339,153) and an operating profit of £8,556,242 (2024 - £7,657,574). At 31 March 2025 the company had net assets of £4,131,644 (2024 - £9,330,379). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Given the nature of the business, the Group's directors are of the opinion that key performance indicators are important. The Group uses a number of indicators to monitor and improve development, performance or the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the Group.

Environment
The Group is aware of its environmental impact and is monitoring this. There have been some initiatives implemented to aid in decreasing the Group's carbon footprint, measures to minimise waste across the Group where possible, with items being recycled wherever possible and training of managers on environmental awareness.
Energy and carbon reporting
Only three of the Group's subsidiaries are large companies. The energy and carbon reporting for those companies, Holmleigh Care Homes Limited, Ocean Community Services Limited and Beechwood Court Limited can be found in the company's financial statements.
The company has not disclosed information in respect of energy and carbon reporting as its energy consumption is less than 40,000kWh.
Outlook for the business
The Directors expect that the next year will have a mix of challenges as the health and social care industry changes and evolves. However, the Directors believe that the Group is well positioned to manage resultant risk and prosper during the period due to its committed workforce, good working relationships with local authorities in the United Kingdom, strong balance sheet and continued investment in staff development, best practice and modern processes and systems.

Section 172 statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Company has considered the long term-strategy of the business and consider that this strategy will continue to deliver long term success to the business and it's stakeholders.
The Company is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about the employees that we take on in order to deliver the best value to service users while also maintaining an awareness of the environmental impact of the work done, and strive to reduce carbon footprint where possible.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and service users.
In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Company.
Strategy
The Group's primary area of activity was providing care services in residential, nursing and supported living facilities. The Group believes that the key three drivers for its success are the continual focus on the high quality provision of care services, the high level of effort from staff and strong financial control. These drivers support the delivery of the Group's objectives, customer's priorities and future opportunities. This is demonstrated through the successful tender processes being entered into by members of the Group with local authorities.

Iris Care Group Limited

Strategic Report for the period from 1 May 2024 to 31 March 2025

Principal risks and uncertainties
Principal risks to the organisation are managed through organisation risk registers. These identify all of the potential risks to the business with mitigating controls for managing and monitoring risk.
All risks are profiled, and the Board is regularly updated on the current status of risks to the organisation and commensurate risk mitigation strategies.
Reputational risk
Provision of poor or inappropriate levels of care would cause severe damage to the Group’s brand and the ability of the business to attract new service users. The business operates sophisticated levels of performance monitoring with regular reporting to senior management and the Board of any potential issues.
Health and safety
We believe that no serious injury to staff, residents, their guests or anyone else on our premises is acceptable. Everyone in our business has accountability for health and safety, and they are given the necessary tools (including training, safety equipment and resources) to operate safely.
Government policy
Continued pressure is being exerted on Government and Local Authority spending. The business is mitigating this pressure by concentrating on providing care for those with more complex and challenging behaviour.
Cost base inflation
The principal costs for the successful operation of the business include staff costs, energy and food. All of these areas are subject to on-going cost pressures in excess of inflation. In order to mitigate these issues, the Group has a well organised procurement process to source energy and food at the best possible rates. The Group also has a well organised operations structure to ensure that labour is employed as effectively as possible.

Approved by the Board on 28 October 2025 and signed on its behalf by:

A P R Hough
Director

Iris Care Group Limited

Directors' Report for the Period from 1 May 2024 to 31 March 2025

The directors present their report and the for the period from 1 May 2024 to 31 March 2025.

Directors of the company

The directors who held office during the period were as follows:

S M Clunie

R W Correia

A P R Hough

T M Power

M L Western

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risk associated with selling on credit and manages this through credit control procedures. The group's bank loans and loan notes are subject to price and liquidity risk as disclosed in note 18 to the financial statements. The board constantly monitor the company's trading results to ensure that the group can meet its future obligations as they fall due.

Going concern
In assessing the Group's going concern position, the directors have considered the current and forecast trading and financial position of the Group, in addition to the current liquidity and available bank facilities.
During the year the Group made a loss before tax of £3,464,075, however, this includes interest payable on loan notes of £8,315,555. The loan notes and accrued loan note interest represents long-term funding from the majority shareholders and is not repayable until 2045. On a pro-forma basis excluding this funding the Group has net assets of £79,728,221 at the balance sheet date.
During the year the Group refinanced replacing the loan facility by £75,750,000, with additional acquisition and revolving facilities totalling £17,000,000 available. The new bank loans are repayable in August 2029. As part of the refinance £11,032,148 of shareholder loan note interest was repaid.
Having reviewed the forecast profits and projected cash flows of the business the directors are confident that the Group will be able to meet its liabilities for the foreseeable future, being a period of at least 12 months from the date of signing of these financial statements. Consequently, the financial statements have been prepared on a going concern basis.

Employment of disabled persons

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Employee involvement

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Future developments

The external environment is expected to remain competitive in 2025/26, however the directors remain confident that they will continue to improve the future performance of the business.

Iris Care Group Limited

Directors' Report for the Period from 1 May 2024 to 31 March 2025

Important non adjusting events after the financial period

On 9 May 2025, the group acquired 100% of the issued share capital of ALP Supporting Living Services Ltd and purchased the properties for the operation of ALP Supported Living Services Ltd from its previous owners (not within the assets of the company acquired). Total consideration for the two above transactions was £3,474,211 including all fees and deferred consideration.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 28 October 2025 and signed on its behalf by:

A P R Hough
Director

Iris Care Group Limited

Statement of Directors' Responsibilities

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

Company law requires the directors to prepare financial statements for each financial 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 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; and
• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Iris Care Group Limited

Independent Auditor's Report to the Members of Iris Care Group Limited

Opinion

We have audited the financial statements of Iris Care Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 May 2024 to 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's affairs as at 31 March 2025 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 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Iris Care Group Limited

Independent Auditor's Report to the Members of Iris Care Group Limited

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters 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 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Iris Care Group Limited

Independent Auditor's Report to the Members of Iris Care Group Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at 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.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

28 October 2025

Iris Care Group Limited

Consolidated Profit and Loss Account for the Period from 1 May 2024 to 31 March 2025

| Note | 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Turnover | 3 | 84,002,836 | 85,339,153
Cost of sales |  | (59,868,434) | (60,904,555)
Gross profit |  | 24,134,402 | 24,434,598
Administrative expenses |  | (15,048,965) | (15,978,837)
Operating profit before exceptionals | 4 | 9,085,437 | 8,455,761
Exceptionals items |  | (529,195) | (798,187)
Operating profit after exceptionals |  | 8,556,242 | 7,657,574
Other interest receivable and similar income | 6 | 849,413 | -
Interest payable and similar charges | 7 | (12,869,730) | (13,472,690)
Loss before tax |  | (3,464,075) | (5,815,116)
Taxation | 11 | (1,734,660) | (1,319,194)
Loss for the financial period |  | (5,198,735) | (7,134,310)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the period other than the results above.

Iris Care Group Limited

(Registration number: 12485767)
Consolidated Balance Sheet as at 31 March 2025

| Note | 31 March 2025 £ | 30 April 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 18,720,368 | 21,779,926
Tangible assets | 13 | 133,363,978 | 128,158,111
|  | 152,084,346 | 149,938,037
Current assets |  |  |
Stocks | 15 | 56,520 | 56,520
Debtors | 16 | 11,175,005 | 8,066,648
Cash at bank and in hand |  | 22,129,804 | 7,354,793
|  | 33,361,329 | 15,477,961
Creditors: Amounts falling due within one year | 17 | (10,967,873) | (12,400,460)
Net current assets |  | 22,393,456 | 3,077,501
Total assets less current liabilities |  | 174,477,802 | 153,015,538
Creditors: Amounts falling due after more than one year | 17 | (152,737,769) | (126,692,947)
Provisions for liabilities | 11 | (17,608,389) | (16,992,212)
Net assets |  | 4,131,644 | 9,330,379
Capital and reserves |  |  |
Called up share capital | 20 | 287,402 | 287,402
Share premium reserve |  | 32,389,022 | 32,389,022
Profit and loss account |  | (28,544,780) | (23,346,045)
Total equity |  | 4,131,644 | 9,330,379

Approved and authorised by the Board on 28 October 2025 and signed on its behalf by:

A P R Hough
Director

Iris Care Group Limited

(Registration number: 12485767)
Company Balance Sheet as at 31 March 2025

| Note | 31 March 2025 £ | 30 April 2024 £
Fixed assets |  |  |
Investments | 14 | 32,117,177 | 32,117,174
Current assets |  |  |
Debtors | 16 | 1,167,020 | 736,879
Cash at bank and in hand |  | 209,563 | -
|  | 1,376,583 | 736,879
Creditors: Amounts falling due within one year | 17 | (666,300) | (11,682)
Net current assets |  | 710,283 | 725,197
Net assets |  | 32,827,460 | 32,842,371
Capital and reserves |  |  |
Called up share capital | 20 | 287,402 | 287,402
Share premium reserve |  | 32,389,022 | 32,389,022
Profit and loss account |  | 151,036 | 165,947
Total equity |  | 32,827,460 | 32,842,371

The company made a loss after tax for the financial period of £14,911 (2024 - profit of £29,301).

Approved and authorised by the Board on 28 October 2025 and signed on its behalf by:

A P R Hough
Director

Iris Care Group Limited

Consolidated Statement of Changes in Equity for the Period from 1 May 2024 to 31 March 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 May 2024 | 287,402 | 32,389,022 | (23,346,045) | 9,330,379
Loss for the period | - | - | (5,198,735) | (5,198,735)
At 31 March 2025 | 287,402 | 32,389,022 | (28,544,780) | 4,131,644

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 May 2023 | 287,402 | 32,389,022 | (16,211,735) | 16,464,689
Loss for the year | - | - | (7,134,310) | (7,134,310)
At 30 April 2024 | 287,402 | 32,389,022 | (23,346,045) | 9,330,379

Iris Care Group Limited

Company Statement of Changes in Equity for the Period from 1 May 2024 to 31 March 2025

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 May 2024 | 287,402 | 32,389,022 | 165,947 | 32,842,371
Loss for the period | - | - | (14,911) | (14,911)
At 31 March 2025 | 287,402 | 32,389,022 | 151,036 | 32,827,460

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 May 2023 | 287,402 | 32,389,022 | 136,646 | 32,813,070
Profit for the year | - | - | 29,301 | 29,301
At 30 April 2024 | 287,402 | 32,389,022 | 165,947 | 32,842,371

Iris Care Group Limited

Consolidated Statement of Cash Flows for the Period from 1 May 2024 to 31 March 2025

| Note | 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Cash flows from operating activities
Loss for the period |  | (5,198,735) | (7,134,310)
Adjustments to cash flows from non-cash items |  |  |
Depreciation, amortisation and profit on disposal | 4 | 4,877,947 | 4,974,235
Finance income | 6 | (849,413) | -
Finance costs | 7 | 12,869,730 | 13,472,690
Income tax expense | 11 | 1,734,660 | 1,319,194
|  | 13,434,189 | 12,631,809
Working capital adjustments |  |  |
(Increase)/decrease in debtors | 16 | (2,461,667) | 1,924,889
Increase/(decrease) in creditors | 17 | 1,089,036 | (74,175)
Cash generated from operations |  | 12,061,558 | 14,482,523
Income taxes paid | 11 | (2,764,067) | (13,354)
Net cash flow from operating activities |  | 9,297,491 | 14,469,169
Cash flows from investing activities |  |  |
Interest received |  | 246,768 | -
Acquisitions of tangible assets |  | (5,963,342) | (2,451,047)
Proceeds from sale of tangible assets |  | 706,535 | 424,441
Acquisition of intangible assets | 12 | (189,643) | (254,879)
Acquisition of subsidiary undertakings | 14 | (494,978) | (20,906)
Refund on previous acquisition of subsidiary |  | - | 131,180
Net cash flows from investing activities |  | (5,694,660) | (2,171,211)
Cash flows from financing activities |  |  |
Interest paid |  | (4,832,857) | (3,102,929)
Proceeds from bank borrowing draw downs |  | 75,750,000 | -
Repayment of bank borrowings |  | (46,003,970) | (10,320,364)
Debt costs paid |  | (1,433,750) | -
Repayment of loan notes |  | (1,114,050) | (12,314,372)
Proceeds from issue of loan notes |  | - | 11,600,000
Payments to finance lease creditors |  | (161,045) | (40,018)
Interest on loan notes |  | (11,032,148) | (1,685,628)
Net cash flows from financing activities |  | 11,172,180 | (15,863,311)
Net increase/(decrease) in cash and cash equivalents |  | 14,775,011 | (3,565,353)
Cash and cash equivalents at 1 May |  | 7,354,793 | 10,920,146
Cash and cash equivalents at 31 March |  | 22,129,804 | 7,354,793

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 1 Castleton Court
Fortran Road
St Mellons
Cardiff
CF3 0LT
Wales

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £14,911 (2024 - profit of £29,301).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

Disclosure of long or short period

The financial statements cover a period of 335 days. The accounting period has been shortened to 31 March 2025 during the year.

Going concern

In assessing the Group&apos;s going concern position, the directors have considered the current and forecast trading and financial position of the Group, in addition to the current liquidity and available bank facilities.
During the year the Group made a loss before tax of £3,464,075, however, this includes interest payable on loan notes of £8,315,555. The loan notes and accrued loan note interest represents long-term funding from the majority shareholders and is not repayable until 2045. On a pro-forma basis excluding this funding the Group has net assets of £79,728,221 at the balance sheet date.
During the year the Group refinanced replacing the loan facility by £75,750,000, with additional acquisition and revolving facilities totalling £17,000,000 available. The new bank loans are repayable in August 2029. As part of the refinance £11,032,148 of shareholder loan note interest was repaid.
Having reviewed the forecast profits and projected cash flows of the business the directors are confident that the Group will be able to meet its liabilities for the foreseeable future, being a period of at least 12 months from the date of signing of these financial statements. Consequently, the financial statements have been prepared on a going concern basis.

Changes in accounting policy

The following have been applied for the first time from 1 May 2024 and have had an effect on the financial statements:

Early Adoption of Amendments to FRS102

The group has chosen to early adopt the amendments to FRS 102 issued in September 2024.
The amendments to FRS 102 have revised the accounting for leases which has had the following impact:
Right of use assets as at 31 March 2025 - £1,577,806 (on transition as at 1 May 2024 - £1,758,356)
Lease liabilities as at 31 March 2025 - £1,631,326 (on transition as at 1 May 2024 - £1,758,356)
Impact of profit and loss account for the period 1 May 2024 to 31 March 2025 - loss of £53,520.
The amendments to FRS 102 have introduced changes to revenue recognition policies and fair value measurement requirements. The group has early adopted these amendments with them having no impact on the financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold property | Nil and 1% on cost
Leasehold land and buildings | Over the term of the lease
Furniture, fittings and equipment | 15% reducing balance and 33% on cost
Motor vehicles | 25% reducing balance
Freehold land | Nil

Freehold land and buildings in some sub-groups are not depreciated. The directors consider this to be appropriate on the basis that the residual values of the properties are not materially different to their carrying values and therefore any depreciation would be immaterial.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | 10% on cost
Software costs | 25% on cost

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Assets held under operating leases are recognised as right of use assets. These assets are depreciated on a straight - line basis over the lease term. The corresponding liability is included in the Balance sheet as a lease liability.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 3 | Revenue

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

| 4 | Operating profit

Arrived at after charging

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Depreciation expense | 1,815,059 | 1,778,284
Amortisation expense | 3,249,201 | 3,274,232
Operating lease expense - property | - | 631,229
Operating lease expense - plant and machinery | - | 116,228
Operating lease expense - other | - | 3,789
Profit on disposal of tangible fixed assets | (186,313) | (78,281)

| 5 | Exceptional items

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Exceptional items | 529,195 | 798,187

Exceptional items in the current period and previous year relate to non-recurring staff costs, and legal and professional fees, off-set by profits on disposal of fixed assets.

| 6 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on investments | 1,558 | -
Interest received on bank accounts | 245,210 | -
Net changes in fair value of financial instrument | 602,645 | -
| 849,413 | -

| 7 | Interest payable and similar expenses

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Finance charges adjacent to interest | 299,756 | 339,235
Bank interest | 4,886,378 | 4,200,856
Interest on obligations under finance leases and hire purchase contracts | 130,915 | 7,149
Interest expense on loan notes | 7,552,681 | 8,925,450
| 12,869,730 | 13,472,690

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 8 | Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Wages and salaries | 46,854,061 | 45,943,525
Social security costs | 4,529,125 | 4,152,105
Pension costs, defined contribution scheme | 866,041 | 818,316
| 52,249,227 | 50,913,946

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

| 1 May 2024 to 31 March 2025 No. | Year ended 30 April 2024 No.
Management and administration staff | 446 | 245
Sales | 1,331 | 1,474
| 1,777 | 1,719

Company
The company incurred no staff costs and had no employees other than the directors.

| 9 | Directors' remuneration

The directors' remuneration for the period was as follows:

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Remuneration | 45,833 | 49,663

| 10 | Auditors' remuneration

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Audit of these financial statements | 800 | 3,150
Other fees to auditors |  |
Audit-related assurance services | 64,500 | 62,500
All other non-audit services | 57,550 | 50,500
| 122,050 | 113,000

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Current taxation |  |
UK corporation tax | 1,111,986 | 192,747
UK corporation tax adjustment to prior periods | 6,497 | 687,835
| 1,118,483 | 880,582
Deferred taxation |  |
Arising from origination and reversal of timing differences | 616,177 | 438,612
Tax expense in the income statement | 1,734,660 | 1,319,194

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 1 May 2024 to 31 March 2025 £ | Year ended 30 April 2024 £
Loss before tax | (3,464,075) | (5,815,116)
Corporation tax at standard rate | (866,019) | (1,453,779)
Effect of revenues exempt from taxation | (156,642) | -
Effect of expense not deductible in determining taxable profit (tax loss) | 2,913,617 | 3,438,846
Effect of tax losses | (151,550) | (1,385,932)
Deferred tax expense from unrecognised temporary difference from a prior period | 1,491 | -
Increase in UK and foreign current tax from adjustment for prior periods | 6,497 | 687,835
Tax increase from effect of capital allowances and depreciation | 402,626 | 32,224
Tax decrease arising from group relief | (415,360) | -
Total tax charge | 1,734,660 | 1,319,194

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

Deferred tax

Group

Deferred tax assets and liabilities

31 March 2025 | Liability £
Differences between accumulated depreciation and amortisation and capital allowances | 4,941,424
Long term timing differences on fair value uplift of freehold property | 12,768,006
Tax losses carried forward | (101,041)
| 17,608,389

30 April 2024 | Liability £
Differences between accumulated depreciation and amortisation and capital allowances | 4,522,289
Long term timing differences on fair value uplift of freehold property | 12,768,006
Tax losses carried forward | (298,083)
| 16,992,212

| 12 | Intangible assets

Group

| Goodwill £ | Trademarks, patents and licenses £ | Internally generated software development costs £ | Total £
Cost
At 1 May 2024 | 31,425,360 | 468,075 | 385,807 | 32,279,242
Additions | - | 156,871 | 32,772 | 189,643
At 31 March 2025 | 31,425,360 | 624,946 | 418,579 | 32,468,885
Amortisation
At 1 May 2024 | 10,318,372 | 52,504 | 128,440 | 10,499,316
Amortisation charge | 3,142,536 | 69,349 | 37,316 | 3,249,201
At 31 March 2025 | 13,460,908 | 121,853 | 165,756 | 13,748,517
Carrying amount
At 31 March 2025 | 17,964,452 | 503,093 | 252,823 | 18,720,368
At 30 April 2024 | 21,106,988 | 415,571 | 257,367 | 21,779,926

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 13 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Right of use assets £ | Total £
Cost
At 1 May 2024 | 127,775,528 | 7,293,049 | 562,042 | - | 135,630,619
Additions | 3,535,947 | 1,988,356 | 258,489 | 1,758,356 | 7,541,148
Disposals | (586,627) | - | (52,840) | - | (639,467)
At 31 March 2025 | 130,724,848 | 9,281,405 | 767,691 | 1,758,356 | 142,532,300
Depreciation
At 1 May 2024 | 4,129,912 | 3,186,028 | 156,568 | - | 7,472,508
Charge for the period | 330,799 | 1,150,542 | 153,168 | 180,550 | 1,815,059
Eliminated on disposal | (69,231) | - | (50,014) | - | (119,245)
At 31 March 2025 | 4,391,480 | 4,336,570 | 259,722 | 180,550 | 9,168,322
Carrying amount
At 31 March 2025 | 126,333,368 | 4,944,835 | 507,969 | 1,577,806 | 133,363,978
At 30 April 2024 | 123,645,616 | 4,107,021 | 405,474 | - | 128,158,111

Included within the net book value of land and buildings above is £126,333,368 (2024 - £123,645,616) in respect of freehold land and buildings.
The amendments to FRS 102 have revised the accounting for leases. The company has early adopted these amendments, leading to the recognition of right of use assets with a net book value of £1,758,356 on transition as at 1 May 2024 and subsequently £1,577,806 as at 31 March 2025. Right of use assets relate entirely to leasehold properties which the company leases for use in its operations. See note 2 for more details.
Hire purchase agreements
Included within the net book value is £63,230 (2024 - £85,322) relating to assets held under hire purchase agreements. The depreciation charge to the financial statements in the year in respect of such assets amounted to £28,440 (2024 - £32,642).

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 14 | Investments

Company

| 31 March 2025 £ | 30 April 2024 £
Investments in subsidiaries | 32,117,177 | 32,117,174

Subsidiaries | £
Cost and carrying amount
At 1 May 2024 | 32,117,174
Additions | 3
At 31 March 2025 | 32,117,177

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Iris Care Group Midco Limited | England and Wales |
Ordinary
100%
100%
Iris Care Group Midco 2 Limited | England and Wales |
Ordinary
100%
0%
Iris Care Group (England) Limited * | England and Wales |
Ordinary
100%
100%
Holmleigh Care Homes Limited ** | England and Wales |
Ordinary
100%
100%
Holmleigh Properties (Gloucester) Limited *** | England and Wales |
Ordinary
100%
100%
Holmleigh (Pirton) Limited *** | England and Wales |
Ordinary
100%
100%
Cathedral Care (Gloucester) Limited *** | England and Wales |
Ordinary
100%
100%
Iris Care Group (Wales) Limited* | England and Wales |
Ordinary
100%
100%
Ludlow Street Healthcare Group Limited **** | England and Wales |
Ordinary
100%
100%
Heatherwood Court Limited ***** | England and Wales |
Ordinary
100%
100%
St Peter's Hospital Limited ***** | England and Wales |
Ordinary
100%
100%
Ocean Community Services Limited ***** | England and Wales |
Ordinary
100%
100%
Pinetree Care Services Limited ***** | England and Wales |
Ordinary
100%
100%
Benbob Developments Limited ***** | England and Wales |
Ordinary
100%
100%
Beechwood Court Limited ***** | England and Wales |
Ordinary
100%
100%

* - Indirectly owned via Iris Care Group Midco Limited
** - Indirectly owned via Iris Care Group (England) Limited
*** - Indirectly owned via Holmleigh Care Homes Limited
**** - Indirectly owned via Iris Care Group (Wales) Limited
***** - Indirectly owned via Ludlow Street Healthcare Group Limited

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 15 | Stocks

| Group | Company
| 31 March 2025 £ | 30 April 2024 £ | 31 March 2025 £ | 30 April 2024 £
Consumable stock | 56,520 | 56,520 | - | -

| 16 | Debtors

|  | Group | Company
| Note | 31 March 2025 £ | 30 April 2024 £ | 31 March 2025 £ | 30 April 2024 £
Trade debtors |  | 6,899,333 | 6,429,142 | - | -
Amounts owed by group undertakings | 22 | - | - | - | 736,879
Other debtors |  | 981,154 | 264,619 | - | -
Prepayments |  | 2,647,828 | 1,372,887 | 1,167,020 | -
Corporation tax asset | 11 | 44,045 | - | - | -
Derivative financial instrument |  | 602,645 | - | - | -
|  | 11,175,005 | 8,066,648 | 1,167,020 | 736,879

| 17 | Creditors

|  | Group | Company
| Note | 31 March 2025 £ | 30 April 2024 £ | 31 March 2025 £ | 30 April 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 18 | 422,247 | 1,342,331 | - | -
Trade creditors |  | 2,849,882 | 2,725,028 | 11,728 | -
Amounts due to group undertakings | 22 | - | - | 629,768 | -
Social security and other taxes |  | 1,445,380 | 1,360,828 | 17,460 | -
Other creditors |  | 2,256,553 | 1,648,449 | 3 | -
Accrued expenses |  | 2,082,854 | 2,298,049 | 7,665 | 6,250
Corporation tax liability | 11 | - | 1,601,539 | (324) | 5,432
Deferred income |  | 1,910,957 | 1,424,236 | - | -
|  | 10,967,873 | 12,400,460 | 666,300 | 11,682
Due after one year |  |  |  |  |
Loans and borrowings | 18 | 150,056,202 | 124,725,557 | - | -
Other non-current financial liabilities |  | 1,428,575 | 1,923,553 | - | -
HP and finance lease liabilities | 18 | 1,252,992 | 43,837 | - | -
|  | 152,737,769 | 126,692,947 | - | -

Other creditors due in more than one year consist of deferred consideration.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 18 | Loans and borrowings

| Group | Company
| 31 March 2025 £ | 30 April 2024 £ | 31 March 2025 £ | 30 April 2024 £
Current loans and borrowings
Bank borrowings | - | 1,312,125 | - | -
Hire purchase contracts | 30,043 | 30,206 | - | -
Lease liabilities | 392,204 | - | - | -
| 422,247 | 1,342,331 | - | -

| Group | Company
| 31 March 2025 £ | 30 April 2024 £ | 31 March 2025 £ | 30 April 2024 £
Non-current loans and borrowings
Bank loans | 74,459,625 | 44,691,845 | - | -
Hire purchase contracts | 13,871 | 43,837 | - | -
Lease liabilities | 1,239,121 | - | - | -
Loan notes | 75,596,577 | 80,033,712 | - | -
| 151,309,194 | 124,769,394 | - | -

The loan notes (which are unsecured) outstanding of £75,596,577 (2024 - £80,033,712) include accrued interest of £9,788,795 (2024 - £17,291,478) and are stated after deducting £90,250 (2024 - £246,631) of costs
associated with the raising of this finance which are being released to the profit and loss account over the term of the debt in accordance with FRS102. Total loan notes excluding accrued interest and capitalised debt costs
amounted to £65,898,031 (2024 - £62,988,865) at 31 March 2025. Interest is payable on the loan notes at 11%.
The bank loan commenced on 23 September 2024 with a final repayment date of 25 September 2029. The rate of interest is 3.695% above the margin rate 3.15% between 25 September 2024 and 29 September 2028, whereby the bank have agreed a fixed rate of interest. The bank loan is shown net of debt costs £1,290,375. The gross amount outstanding as at 31 March 2025 is £74,459,625.
Hire purchase liabilities are secured against the assets to which they relate.
The amendments to FRS 102 have revised the accounting for leases. The company has early adopted these amendments, leading to the recognition of lease liabilities with a carrying value of £1,758,356 on transition as at 1 May 2024 and subsequently £1,631,326 as at 31 March 2025. Interest of £124,363 has been recognised for the period 1 May 2024 to 31 March 2025 using an interest rate of 7.6% with a cash outflow for the same period of £251,393. A lease liability of £392,204 is due within one year and £1,239,121 is due within 1-5 years. See note 2 more details.

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 19 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £866,041 (2024 - £818,316).
Contributions totalling £417,191 (2023 - £238,578) were payable to the scheme at the end of the year and are included in creditors.

| 20 | Share capital

Allotted, called up and fully paid shares

| 31 March 2025 | 30 April 2024
| No. | £ | No. | £
A Ordinary shares of £0.01 each | 27,742,095 | 277,421 | 27,742,095 | 277,421
B Ordinary shares of £0.01 each | 998,130 | 9,981 | 998,130 | 9,981
| 28,740,225 | 287,402 | 28,740,225 | 287,402

Rights, preferences and restrictions

The different classes of share have varying rights as detailed in the company's Articles of Association.

| 21 | Analysis of changes in net debt

Group

| At 1 May 2024 £ | Cash flows £ | Other non-cash flows £ | At 31 March 2025 £
Cash and cash equivalents |  |  |  |
Cash | 7,354,793 | 14,775,011 | - | 22,129,804
Borrowings |  |  |  |
Bank loans | (46,003,970) | (28,312,280) | (143,375) | (74,459,625)
Loan notes | (80,033,712) | 12,146,198 | (7,709,063) | (75,596,577)
Hire purchase | (74,043) | 36,682 | (6,553) | (43,914)
Leases | - | 124,363 | (1,755,689) | (1,631,326)
| (126,111,725) | (16,005,037) | (9,614,680) | (151,731,442)
| (118,756,932) | (1,230,026) | (9,614,680) | (129,601,638)

Iris Care Group Limited

Notes to the Financial Statements for the Period from 1 May 2024 to 31 March 2025

| 22 | Related party transactions

Group

Summary of transactions with key management
Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.
During the period, loan notes of £Nil (2024 - £11,300,000) were issued to Ancala Partners LLP, with loan notes being repaid of £1,114,050 (2024 - £12,007,219). During the period, £7,552,681 (2024 - £8,925,450) of loan note interest was incurred at a rate of 11% per annum on the loan notes. Loan note interest of £11,302,148 (2024 - £1,643,513) was paid. The total value of loan notes and accrued interest payable to Ancala Partners LLP as at 31 March 2025 was £73,831,665 (2024 - £78,340,019).
During the year loan notes of £Nil (2024 - £290,000) were issued to the Directors, with loan notes being repaid of £27,293 (2024 - £729,618). During the year £183,769 (2024 - £229,686) of loan note interest was incurred at a rate of 11% per annum on the loan notes. Loan note interest of £241,639 (2024 - £93,876) was paid. The total value of loan notes and accrued interest payable to the Directors as at 31 March 2025 was £1,855,161 (2024 - £1,940,323).

| 23 | Non adjusting events after the financial period

On 9 May 2025, the group acquired 100% of the issued share capital of ALP Supporting Living Services Ltd and purchased the properties for the operation of ALP Supported Living Services Ltd from its previous owners (not within the assets of the company acquired). Total consideration for the two above transactions was £3,474,211 including all fees and deferred consideration.

| 24 | Parent and ultimate parent undertaking

The ultimate controlling party is funds managed by Ancala Partners LLP, a limited liability partnership registered in England and Wales.