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Registration number: 11701290

Pine Topco Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 March 2025

Pine Topco Limited

Contents

Company Information | 1
Strategic Report | 2 to 4
Directors' Report | 5 to 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 10
Consolidated Profit and Loss Account | 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Balance Sheet | 13
Balance Sheet | 14
Consolidated Statement of Changes in Equity | 15
Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17
Notes to the Financial Statements | 18 to 36

Pine Topco Limited

Company Information

Directors | C I Cameron J A Cunningham M J Puttick J Wilson-Kilgour M C G Melvin

Registered office | Corinium House Barnwood Point Business Park Corinium Avenue Gloucester GL4 3HX

Auditors | Menzies LLP Chartered Accountants & Statutory Auditor 4th Floor, 95 Gresham Street London EC2V 7AB

Pine Topco Limited

Strategic Report for the Year Ended 31 March 2025

Principal activity
The principal activity of the company is that of a holding company. The principal activity of the Group is the provision of supported living and related care services, being the provision of care in their own homes principally to people with learning disabilities.
Business review
The consolidated results of the Group for the year, which are set out in the profit and loss account, show turnover of £37,599,680 (2024 - £33,675,705) and an operating loss of £222,319 (2024 - £1,196,729). At 31 March 2025, the Group had total assets less current liabilities of £6,442,217 (2024 - £6,717,712). These results reflect positive progress from the prior year, driven largely by the growth in our high acuity services. Further growth is expected in the coming year as the business continues to expand its high acuity offering.
Business development increasingly focuses on the more complex requirements within the supported living sector. The group now has four successful high acuity services in Birmingham, Stoke and Stafford with several more expected to open in the coming year which will complement the existing services whilst expanding the geographical reach of the group's high acuity offerings.
The effectiveness or otherwise of these is validated by the outcome of the regular inspections by the Care Quality Commission which are closely scrutinised and monitored by management.
The Group uses a number of indicators to monitor and improve the development, performance and the position of the business. Indicators are reviewed and altered to meet changes in both the internal and external environments. The directors analysis using key performance indicators is included within the business review above. In addition to the financial KPIs below, the Group monitors non-financial KPI's, specifically the % of services rated Good or above by CQC and Weekly Care Hours provided. As at the time of signing, all services were rated good or above by CQC.

|  | Y/e March 2025 | Y/e March 2024 | Movement
Turnover (£m) |  | 37.6 | 33.7 | 3.9
Gross profit (%) |  | 20.8% | 19.0% | 1.8%

Principal risks and uncertainties
Regulatory
The health and safety of the people we support and our staff is the directors’ prime concern and a key area of management focus. The Group operates in a highly regulated area and therefore critical to the success of the Group are its quality assurance policies, processes and procedures. Management regard Quality Assurance and the outcome of regular inspections by the Care Quality Commission as performance indicators and a significant risk area that is closely monitored and scrutinised.
Commissioner Frameworks
The Group does not operate care homes but provides support services to people in their own homes. This is commissioned and funded mainly by Local Authorities who also monitor our performance closely on behalf of those we support. The relationships with our funders and the quality of the services we provide are an essential part of our ability to trade successfully. To be considered for Local Authority business we must be admitted to the relevant framework and the Group’s business development team have been successful in maintaining and expanding the number of frameworks the Group is on. The frameworks set out the pricing mechanisms and provide the ability for us to compete for new referrals. This is a key aspect of our ability to maintain existing levels of support services and to move into new areas.

Pine Topco Limited

Strategic Report for the Year Ended 31 March 2025

Sensitive Information and IT
To perform our support services and comply with the regulations for our sector we necessarily hold significant amounts of highly sensitive personal information about the people we support. The loss or breach of the IT network or the data held within it could result in significant reputational and financial damage. To ensure system resilience the Group retains outsourced IT support with skill and experience in maintaining and monitoring IT infrastructure. Business data is regularly backed up and stored in a secure location. Internet, email filtering technology is in place and firewall protection software is in place to restrict the likelihood and impact of any attempted cyber-attacks. The Group carries appropriate Cyber security insurance to protect against financial loss.
Financial Instruments
Following the acquisition of Aspirations Care by the Group in 2019, the Group is well funded with significant unallocated financial reserves. The institutional loan notes which comprise an element of the acquisition funding are on fixed interest rates and are non-cash paid. The interest charged on the senior debt facilities in the group is at a variable interest rate. The risk surrounding interest rate variations is reviewed regularly by the directors. They acknowledge the volatility in the market and will continue to monitor it closely.
Exposure to price, liquidity and credit risk
The principal price risk to the Group is in the annual fee uplifts agreed with each service funder. Once agreed annually, the hourly fees are generally fixed for the remainder of the year, providing good visibility for the business on its expected revenues.
The liquidity and credit risk in the business is considered to be relatively low given the commissioners are ultimately government funded. The Group typically experiences a relatively low level of bad debt as a consequence.
Taxation
All transactions undertaken by the Group have a business purpose and a commercial rationale. The Group does not engage in aggressive tax planning and does not implement structures purely for tax planning purposes.
In relation to tax compliance, it is the policy of the Group to fully comply with all applicable tax rules, regulations and disclosure requirements in all territories in which it operates; submit all tax returns by their due dates in line with local laws; and pay all applicable taxes as they fall due. The Group uses appropriately qualified and trained employees to look after the Group’s tax affairs and uses external advisers as appropriate.
Outlook
The directors regularly monitor the Group’s trading results and revise projections as appropriate to ensure that the Group can meet its future obligations as they fall due.
The Group’s prospects are dependent on the continued referral of people we support into the Group’s care and the continuing availability of funding for these services. The Group believes the individuals for whom it cares are among the most deserving of care in our society and therefore the likelihood of funding continuing to be made available by government for the foreseeable future is strong and that by continuing its core strategies, the Group is well positioned to continue to expand its services, particularly in the provision of high acuity care.

Pine Topco Limited

Strategic Report for the Year Ended 31 March 2025

Section 172 statement
The Directors believe that they have effectively implemented their duties under Section 172 of the Companies Act 2006. The Company and Group 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 and Group 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.
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 customers.
In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Company and Group.

Approved by the Board on 12 November 2025 and signed on its behalf by:

C I Cameron
Director

Pine Topco Limited

Directors' Report for the Year Ended 31 March 2025

The directors present their report and the for the year ended 31 March 2025.

Directors of the company

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

C I Cameron

J A Cunningham

M J Puttick

J Wilson-Kilgour

C N Butcher (resigned 5 April 2024)

M C G Melvin (appointed 30 May 2024)

Employment of disabled persons

It is group policy to give fair consideration to the employment needs of disabled people and to comply with current legislation with regard to their employment. Wherever practical, we continue to employ and promote the careers of existing employees who become disabled and to consider disabled persons for employment, subsequent training, career development and promotion on the basis of their aptitude and abilities.

Employee involvement

The Directors recognise the importance of human resource practices to provide good communications and relations with employees, including providing them with information on matters of concern to them as employees.

Future developments

The external environment is expected to remain competitive going forwards, particularly recognising the UK's challenging labour market. However, the directors remain confident that the group will continue to improve its current level of performance in the future and will continue to trade as a going concern for the reasons identified in note 2 to the financial statements. The group has a number of new high acuity sites that are planned to be opened in the next 12-18 months which will significantly improve financial performance.

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.
A refinancing was completed during March 2020, replacing a portion of the Group's loan notes with £5m senior facilities from Clydesdale Bank Plc plus a revolving facility of £1m. As at 31 March 2025, the company owed a remaining capital amount of £1,750,000 on this facility, which is due for repayment in full in 2028.
During the year the Group made a loss of £1,908,457. The statutory net liabilities as of the balance sheet date amount to £10,871,850; however this includes £4,441,435 preference shares and associated accrued dividends which Financial Reporting Standards require to be presented as long-term debt, but the directors consider to be equivalent to the equity funding provided by the majority shareholder. There is also loan notes and accrued loan note interest included amounting to £12,786,293 which represents long-term funding from the majority shareholder and is not repayable until 2026. Post year end, these loan notes were refinanced, and are now due for repayment on 25th June 2030.
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.

Pine Topco Limited

Directors' Report for the Year Ended 31 March 2025

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

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Menzies LLP Chartered Accountants & Statutory Auditor as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved by the Board on 12 November 2025 and signed on its behalf by:

C I Cameron
Director

Pine Topco 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 of the 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.

Pine Topco Limited

Independent Auditor's Report to the Members of Pine Topco Limited

Opinion
We have audited the financial statements of Pine Topco Limited (the 'parent company') and its subsidiaries (the 'group) for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 and parent company's affairs as at 31 March 2025 and of its profit/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 United Kingdom, including the Financial Reporting Council'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 financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and Directors' Report for the financial year 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.

Pine Topco Limited

Independent Auditor's Report to the Members of Pine Topco Limited

Matters on which we are required to report by exception
In the light of the 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 Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 7, 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 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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
• The Companies Act 2006
• Financial Reporting Standard 102
• UK employment legislation
• UK tax legislation
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. He did not identify any issues in this area.

Pine Topco Limited

Independent Auditor's Report to the Members of Pine Topco Limited

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
• Challenging assumptions and judgements made by management in its significant accounting estimates; and
• Identifying and testing journal entries, in particular any journal entries posted outside of the normal working patterns of the accounts team, or with unusual descriptions or account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
• The posting of unusual journals and complex transactions; or
• The use of management override of controls to manipulate results.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' 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 Auditors' 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.

Andrew Wooding (Senior Statutory Auditor)
For and on behalf of Menzies LLP Chartered Accountants & Statutory Auditor
4th Floor, 95 Gresham Street
London
EC2V 7AB

13 November 2025

Pine Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 37,711,449 | 33,675,705
Other operating income | 4 | - | 177,056
Cost of sales |  | (29,889,000) | (27,440,663)
Gross profit |  | 7,822,449 | 6,412,098
Administrative expenses |  | (8,044,768) | (7,608,827)
Operating loss | 5 | (222,319) | (1,196,729)
Interest payable and similar charges | 7 | (1,695,478) | (1,607,663)
Loss before tax |  | (1,917,797) | (2,804,392)
Taxation | 11 | 9,340 | (273,505)
Loss for the financial year |  | (1,908,457) | (3,077,897)

The above results were derived from continuing operations.

Pine Topco Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025

| 2025 £ | 2024 £
Loss for the year | (1,908,457) | (3,077,897)
Remeasurement gain on defined benefit pension schemes | 72,000 | 13,500
Total comprehensive loss for the year | (1,836,457) | (3,064,397)
Total comprehensive loss attributable to: |  |
Owners of the company | (1,836,457) | (3,064,397)

Pine Topco Limited

(Registration number: 11701290)
Consolidated Balance Sheet as at 31 March 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 4,441,521 | 5,500,395
Tangible assets | 13 | 675,898 | 800,050
|  | 5,117,419 | 6,300,445
Current assets |  |  |
Debtors | 15 | 4,497,128 | 4,792,294
Cash at bank and in hand | 16 | 1,293,187 | 178,432
|  | 5,790,315 | 4,970,726
Creditors: Amounts falling due within one year | 17 | (4,465,517) | (4,553,459)
Net current assets |  | 1,324,798 | 417,267
Total assets less current liabilities |  | 6,442,217 | 6,717,712
Total long term liabilities
Creditors: Amounts falling due after more than one year | 17 | 17,227,728 | 15,660,981
Deferred tax liabilities | 11 | 86,264 | 97,749
|  | 17,313,992 | 15,758,730
Capital and reserves |  |  |
Called up share capital | 20 | 9,200 | 9,125
Share premium reserve |  | 52,200 | 39,150
Capital redemption reserve |  | 800 | 725
Retained earnings |  | (10,933,975) | (9,090,018)
Equity attributable to owners of the parent company |  | (10,871,775) | (9,041,018)
Total equity |  | (10,871,775) | (9,041,018)
Total capital, reserves and long term liabilities |  | 6,442,217 | 6,717,712

Approved and authorised by the Board on 12 November 2025 and signed on its behalf by:

.........................................

C I Cameron

Director

Pine Topco Limited

(Registration number: 11701290)
Balance Sheet as at 31 March 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 14 | 940,000 | 940,000
Current assets |  |  |
Debtors: Amounts falling due within one year | 15 | 2,713,676 | 5,051,326
Creditors: Amounts falling due within one year | 17 | (70,831) | (2,409,381)
Net current assets |  | 2,642,845 | 2,641,945
Total assets less current liabilities |  | 3,582,845 | 3,581,945
Total long term liabilities |  |  |
Creditors: Amounts falling due after more than one year | 17 | 4,441,435 | 4,074,723
Capital and reserves |  |  |
Called up share capital | 20 | 9,200 | 9,125
Share premium reserve |  | 52,200 | 39,150
Capital redemption reserve |  | 800 | 725
Profit and loss account |  | (920,790) | (541,778)
Total equity |  | (858,590) | (492,778)
Total capital, reserves and long term liabilities |  | 3,582,845 | 3,581,945

The company made a loss after tax for the financial year of £371,512 (2024 - loss of £341,502).

Approved and authorised by the Board on 12 November 2025 and signed on its behalf by:

C I Cameron
Director

Pine Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 April 2024 | 9,125 | 39,150 | 725 | (9,090,018) | (9,041,018)
Loss for the year | - | - | - | (1,908,457) | (1,908,457)
Other comprehensive income | - | - | - | 72,000 | 72,000
Total comprehensive income | - | - | - | (1,836,457) | (1,836,457)
New share capital subscribed | 150 | 13,050 | - | - | 13,200
Purchase of own share capital | (75) | - | 75 | (7,500) | (7,500)
At 31 March 2025 | 9,200 | 52,200 | 800 | (10,933,975) | (10,871,775)

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 April 2023 | 9,225 | 39,150 | 625 | (6,015,621) | (5,966,621)
Loss for the year | - | - | - | (3,077,897) | (3,077,897)
Other comprehensive income | - | - | - | 13,500 | 13,500
Total comprehensive income | - | - | - | (3,064,397) | (3,064,397)
Purchase of own share capital | (100) | - | 100 | (10,000) | (10,000)
At 31 March 2024 | 9,125 | 39,150 | 725 | (9,090,018) | (9,041,018)

Pine Topco Limited

Statement of Changes in Equity for the Year Ended 31 March 2025

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 April 2024 | 9,125 | 39,150 | 725 | (541,778) | (492,778)
Loss for the year | - | - | - | (371,512) | (371,512)
New share capital subscribed | 150 | 13,050 | - | - | 13,200
Purchase of own share capital | (75) | - | 75 | (7,500) | (7,500)
At 31 March 2025 | 9,200 | 52,200 | 800 | (920,790) | (858,590)

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 April 2023 | 9,225 | 39,150 | 625 | (190,276) | (141,276)
Loss for the year | - | - | - | (341,502) | (341,502)
Purchase of own share capital | (100) | - | 100 | (10,000) | (10,000)
At 31 March 2024 | 9,125 | 39,150 | 725 | (541,778) | (492,778)

Pine Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Loss for the year |  | (1,908,457) | (3,077,897)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 1,425,514 | 1,417,673
Finance costs | 7 | 1,695,478 | 1,607,663
Income tax expense |  | (9,340) | 273,505
|  | 1,203,195 | 220,944
Working capital adjustments |  |  |
Decrease/(increase) in debtors |  | 463,374 | (736,666)
Increase/(decrease) in creditors |  | (192,294) | (543,851)
Net cash (outflow)/inflow from operating activities |  | 1,474,275 | (1,059,573)
Cash flows from investing activities |  |  |
Acquisitions of tangible assets |  | (242,489) | (269,863)
Net cash outflows from investing activities |  | (242,489) | (269,863)
Cash flows from financing activities |  |  |
Interest paid |  | (122,731) | (148,259)
Proceeds from issue of ordinary shares |  | 13,200 | -
Payment for purchase of own shares |  | (7,500) | (10,000)
Net cash flows from financing activities |  | (117,031) | (158,259)
Net increase/(decrease) in cash and cash equivalents |  | 1,114,755 | (1,487,695)
Cash and cash equivalents at 1 April |  | 178,432 | 1,666,127
Cash and cash equivalents at 31 March |  | 1,293,187 | 178,432

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 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:
Corinium House
Barnwood Point Business Park
Corinium Avenue
Gloucester
GL4 3HX

| 2 | Accounting policies

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.

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.

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.
A refinancing was completed during March 2020, replacing a portion of the Group's loan notes with £5m senior facilities from Clydesdale Bank Plc plus a revolving facility of £1m. As at 31 March 2025, the company owed a remaining capital amount of £1,750,000 on this facility, which is due for repayment in full in 2028.
During the year the Group made a loss of £1,908,457. The statutory net liabilities as of the balance sheet date amount to £10,871,850; however this includes £4,441,435 preference shares and associated accrued dividends which Financial Reporting Standards require to be presented as long-term debt, but the directors consider to be equivalent to the equity funding provided by the majority shareholder. There is also loan notes and accrued loan note interest included amounting to £12,786,293 which represents long-term funding from the majority shareholder. This was repayable in June 2026, however post year end the terms have been extended and are now due for repayment on 25 June 2030. On a pro-forma basis excluding this funding the Group has net assets of £6,355,878 at the balance sheet date.
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.

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 year of £371,512 (2024 - £341,502).

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

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.

Judgements and estimation uncertainties

No significant judgements have been made by management in preparing these financial statements, other than estimation uncertainty around impairment of goodwill and investments. The directors are required to assess goodwill for impairment annually. In order to assess whether goodwill is impaired, the directors apply their judgement in identifying different cash generating units within the Group. The directors consider the group to be made up of one cash generating unit on the basis that, operationally, all divisions are integrated into the Group straightaway, and are not managed or analysed separately for operational or financial management purposes.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group’s activities. 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.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

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.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. 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.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Tangible assets

Tangible assets are stated in the statement of financial position 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, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Leasehold properties | Over the term of the lease
Furniture, fittings and equipment | 25% of cost / 25% reducing balance
Motor vehicles | 25% reducing balance / 25% straight line

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.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

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.
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.

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 | Straight line over 10 years

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.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

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.

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.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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.

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.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Defined benefit pension obligation

A company within the group set up a defined benefit contribution pension scheme for certain employees in October 2010, following their transfer of employment to the company from an NHS Trust.
In the current period there is now a cost to the company charged to the profit and loss account, as employer contributions are no longer refunded by the previous employer of the employees for whom the scheme was established.
Now the cost of providing benefits under the defined benefit plan is determined in accordance with FRS 102, using the projected unit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and based on actuarial advice. Past service costs are recognised in the profit and loss account on a straight line basis over the vesting period or immediately if the benefits have vested. When a settlement or curtailment occurs, the charge in the present value of the scheme liabilities and the fair value of the plan assets reflect the gain or loss which is recognised in the profit and loss account. Losses are measured at the date that the employer becomes demonstrably committed to the transaction and gains when all parties whose consent is required are irrevocably committed to the transaction.
The interest element of the defined benefit cost represents the change in the present value of the scheme obligations relating from the passage of time, and is determined by applying the discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is adjusted for the effect on the fair value of plan assets of contributions received and benefits paid during the year. The difference between the expected return on plan assets and the interest costs is recognised in the profit and loss account as other finance income or expenses.
Actuarial gains and losses are recognised in full in the statement of recognised gains and losses in the period in which they occur.
The defined benefit pension asset in the balance sheet comprises the present value of the plan assets, less the defined obligation (using the discount rate based on high quality corporate bonds) and any past service cost not yet recognised. Fair value will be based on market price information and in the case of quoted services will be the current bid price. It has been deemed appropriate to recognise the pension asset on the basis that this is recoverable through a reduction in ongoing contributions to the fund.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 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.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 3 | Revenue

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

| 4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | 2024 £
Government grants receivable | - | 177,056

| 5 | Operating loss

Arrived at after charging

| 2025 £ | 2024 £
Depreciation expense | 366,640 | 358,799
Amortisation expense | 1,058,874 | 1,058,874
Operating lease expense - property (includes void costs) | 2,700,266 | 2,317,327
Operating lease expense - plant and machinery | 10,044 | 17,916

| 6 | Exceptional items

| 2025 |  | 2024
| £ |  | £
Staff settlement and redundancy costs | 342,421 |  | 100,933
Other non-recurring expenditure | 89,263 |  | 78,750
Non-recurring restructuring costs | 338,327 |  | -
Costs relating to the buy out of a defined benefit pension scheme | 21,382 |  | -
Bad debt write offs | 58,853 |  | -
Total | 850,246 |  | 179,683

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank borrowings | 122,731 | 165,385
Preference share interest accrued | 366,712 | 337,302
Debt costs amortisation | 49,938 | 49,939
Interest on loan notes | 1,171,097 | 1,065,037
Interest on defined benefit pension scheme | (15,000) | (10,000)
| 1,695,478 | 1,607,663

| 8 | Staff costs

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

| 2025 £ | 2024 £
Wages and salaries | 26,776,408 | 25,087,684
Social security costs | 2,226,150 | 1,907,147
Pension costs | 473,174 | 419,162
| 29,475,732 | 27,413,993

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

| 2025 No. | 2024 No.
Care staff | 1,057 | 1,053
Administration | 74 | 76
| 1,131 | 1,129

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

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 459,113 | 460,703
Contributions paid to money purchase schemes | 4,513 | 1,431
| 463,626 | 462,134

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 1 | 1

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 177,346 | 151,410
Company contributions to money purchase pension schemes | 1,321 | 1,321

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 15,000 | 5,000

| 11 | Taxation

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

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax adjustment to prior periods | (1,605) | (1,752)
Deferred taxation |  |
Arising from origination and reversal of timing differences | (7,735) | 275,257
Tax (receipt)/expense in the income statement | (9,340) | 273,505

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

| 2025 £ | 2024 £
Loss before tax | (1,917,797) | (2,804,392)
Corporation tax at standard rate | (479,449) | (640,132)
Tax increase from effect of capital allowances and depreciation | 264,719 | 159,004
Effect of expense not deductible in determining taxable profit (tax loss) | 229,528 | 374,279
Effect of tax losses | (22,533) | 382,106
Tax decrease from other tax effects | (1,605) | (1,752)
Total tax (credit)/charge | (9,340) | 273,505

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Tax losses carried forward | (10,565)
Short term timing differences | (9,216)
Fixed asset timing differences | 106,045
| 86,264

As at 31 March 2025, a company within the group had £42,261 (2024 - £42,261) of taxable losses available to carry forward and offset against future profits. A deferred asset of £10,565 (2024 - £10,565) has been recognised at 25%. A deferred tax asset at 25% of £136,240 (2024 - £777,610) has not been recognised on the remaining losses carried forward of £544,960 (2024 - £3,110,440) on the basis that profits are uncertain in those companies.

2024 | Liability £
Tax losses carried forward | (10,565)
Short term timing differences | (9,216)
Fixed asset timing differences | 117,530
| 97,749

| 12 | Intangible assets

Group

| Goodwill £
Cost
At 1 April 2024 and at 31 March 2025 | 10,559,779
Amortisation
At 1 April 2024 | 5,059,384
Amortisation charge | 1,058,874
At 31 March 2025 | 6,118,258
Carrying amount
At 31 March 2025 | 4,441,521
At 31 March 2024 | 5,500,395

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 13 | Tangible assets

Group

| Leasehold land and buildings £ | Furniture, fittings and equipment £ | Total £
Cost
At 1 April 2024 | 331,583 | 1,484,553 | 1,816,136
Additions | - | 242,489 | 242,489
At 31 March 2025 | 331,583 | 1,727,042 | 2,058,625
Depreciation
At 1 April 2024 | 179,524 | 836,562 | 1,016,086
Charge for the year | 67,420 | 299,221 | 366,641
At 31 March 2025 | 246,944 | 1,135,783 | 1,382,727
Carrying amount
At 31 March 2025 | 84,639 | 591,259 | 675,898
At 31 March 2024 | 152,059 | 647,991 | 800,050

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 14 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 940,000 | 940,000

Subsidiaries | £
Cost and net book value
At 1 April 2024 and at 31 March 2025 | 940,000

Details of undertakings

Details of the investments 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
Pine Midco Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Pine Bidco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Aspirations Care Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Aspirations (Midlands) Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
New Start Supported Housing |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Maymask (183) Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Aspirations (SL) Ltd |  | Ordinary | 100% | 100%
| England and Wales |  |  |

Subsidiary undertakings
Pine Midco Limited* The principal activity of Pine Midco Limited* is that of a holding company.
Pine Bidco Limited The principal activity of Pine Bidco Limited is that of a debt holding company.
Aspirations Care Limited The principal activity of Aspirations Care Limited is the provision of supported living care services.
Aspirations (Midlands) Limited The principal activity of Aspirations (Midlands) Limited is the provision of supported living care services.
New Start Supported Housing The principal activity of New Start Supported Housing is that of renting supported living properties.
Maymask (183) Limited The principal activity of Maymask (183) Limited is that of a dormant company.
Aspirations (SL) Ltd The principal activity of Aspirations (SL) Ltd is that of a dormant company.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

* denotes investments held directly.
New Start Supported Housing is an entity limited by guarantee.
All companies in the group have the same registered office as Pine Topco Limited.

| 15 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 2,552,633 | 2,974,818 | - | -
Amounts owed by group undertakings | - | - | 2,704,152 | 5,051,326
Other debtors | 58,966 | 74,886 | 9,524 | -
Prepayments | 480,526 | 535,901 | - | -
Accrued income | 1,097,503 | 982,439 | - | -
Net pension asset | 307,500 | 224,250 | - | -
| 4,497,128 | 4,792,294 | 2,713,676 | 5,051,326

| 16 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Cash on hand | 4,661 | 1,771 | - | -
Cash at bank | 1,288,526 | 176,661 | - | -
| 1,293,187 | 178,432 | - | -

| 17 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 18 | 1,750,000 | 1,729,000 | - | -
Trade creditors |  | 1,011,839 | 1,294,492 | 60,000 | -
Amounts owed to group undertakings |  | - | - | - | 2,408,074
Social security and other taxes |  | 484,352 | 478,651 | - | -
Other creditors |  | 127,316 | 88,406 | 10,831 | 1,307
Accruals and deferred income |  | 1,092,010 | 962,910 | - | -
|  | 4,465,517 | 4,553,459 | 70,831 | 2,409,381
Due after one year |  |  |  |  |
Loans and borrowings | 18 | 12,625,441 | 12,229,791 | 4,441,435 | 4,074,723
Accruals | 18 | 4,602,287 | 3,431,190 | - | -
|  | 17,227,728 | 15,660,981 | 4,441,435 | 4,074,723

Details of loans, including security, are disclosed in note 18 to the financial statements.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 18 | Loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Current loans and borrowings
Bank borrowings | 1,750,000 | 1,729,000 | - | -

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Non-current loans and borrowings
Redeemable preference shares | 4,441,435 | 4,074,723 | 4,441,435 | 4,074,723
Other borrowings | 8,184,006 | 8,155,068 | - | -
Accruals | 4,602,287 | 3,431,190 | - | -
| 17,227,728 | 15,660,981 | 4,441,435 | 4,074,723

The bank loans and borrowings are secured by a charge over the assets and undertakings of each company in the group. Debt costs have been included of £nil (2024 - £21,000), with amortisation charged during the year of £21,000 (2024 - £21,000). The debt costs are amortised over the term of the loan. The total gross bank loans included within the financial statements are £1,750,000 (2024 - £1,750,000).
The bank borrowing was due for repayment in March 2025, however, post year end, terms have been extended until 2028.
The preference shares were issued at a premium of 99p per share. They have no fixed redemption date but are redeemable under certain conditions, have no voting rights except in certain circumstances, have rights to a 9% preferred return per annum subject to certain conditions and rank in preference to the ordinary A and B shares on a return of capital. Further details on these rights are included in the Articles of Association. The preference shares above are inclusive of the accrued preferred return of £1,741,435 (2024 - £1,374,723).
Included in the analysis of other borrowings is £8,184,006 (2024 - £8,155,068) of unsecured loan notes, that were falling due for repayment on 25 June 2026. Post year end, these loan notes have been extended and are now due for repayment on 25 June 2030. Interest is charged at 9% per annum (increased to 12.5% from October 2020 on the bridging loan notes only) and will be repaid in full along with the principal amounts in 2030. Debt costs have been included of £35,840 (2024 - £64,778), with amortisation during the year of £28,938 (2024 - £28,939). These will continue to be amortised over the term of the loans, therefore the total gross loan notes included within the financial statements are £8,219,846 (2024 - £8,219,846).
Non-current accruals comprise of interest accruing in respect of loan notes.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 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 year represents contributions payable by the group to the scheme and amounted to £473,174 (2024 - £419,162).

Defined benefit pension schemes

Scheme 1

Aspirations (Midlands) Limited, a company within the group, operates a defined benefit pension scheme in the UK.

The date of the most recent comprehensive actuarial valuation was 31 March 2025. A full actuarial valuation was carried out as at 31 March 2025 by a qualified, independent actuary. The valuation for FRS 102 purposes as at 31 March 2025 was based on a set of assumptions and assumes that the experience of the fund will be in line with these assumptions.

The total credit relating to defined benefit schemes for the year recognised in profit or loss as an expense was £15,000 (2024 - £10,000).
The total credit relating to defined benefit schemes for the year included in the cost of an asset was £Nil (2024 - £-).

Reconciliation of scheme assets and liabilities to assets and liabilities recognised

The amounts recognised in the balance sheet are as follows:

| 2025 £ | 2024 £
Fair value of scheme assets | 1,008,000 | 983,000
Present value of defined benefit obligation | (598,000) | (684,000)
| 410,000 | 299,000
Other amounts recognised in the balance sheet | (102,500) | (74,750)
Defined benefit pension scheme surplus | 307,500 | 224,250

Defined benefit obligation

Changes in the defined benefit obligation are as follows:

| 2025 £
Present value at start of year | 684,000
Interest cost | 33,000
Actuarial gains and losses | (104,000)
Benefits paid | (15,000)
Present value at end of year | 598,000

Fair value of scheme assets

Changes in the fair value of scheme assets are as follows:

| 2025 £
Fair value at start of year | 983,000
Interest income | 48,000
Return on plan assets, excluding amounts included in interest income/(expense) | (8,000)
Benefits paid | (15,000)
Fair value at end of year | 1,008,000

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Analysis of assets

The major categories of scheme assets are as follows:

| 2025 £ | 2024 £
Cash and cash equivalents | 173 | 49
Equity instruments | - | 704
Debt instruments | 835 | 230
| 1,008 | 983

Return on scheme assets

| 2025 £ | 2024 £
Return on scheme assets | 96,000 | 18,000

The pension scheme has not invested in any of the group's own financial instruments or in properties or other assets used by the group.

Principal actuarial assumptions

The principal actuarial assumptions at the balance sheet date are as follows:

| 2025 % | 2024 %
Discount rate | 5.87 | 4.90
Future salary increases | 3.30 | 3.35
Future pension increases | 3.35 | 3.42
Inflation | 3.30 | 3.35

Post retirement mortality assumptions

| 2025 Years | 2024 Years
Current UK pensioners at retirement age - male | 21.00 | 21.00
Current UK pensioners at retirement age - female | 22.00 | 22.00
Future UK pensioners at retirement age - male | 19.00 | 19.00
Future UK pensioners at retirement age - female | 24.00 | 24.00

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 20 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary A shares of £0.01 each | 750,000 | 7,500 | 750,000 | 7,500
Ordinary B shares of £0.01 each | 155,000 | 1,550 | 162,500 | 1,625
Preference shares of £0.01 each | 2,700,000 | 27,000 | 2,700,000 | 27,000
Ordinary B2 shares of £0.01 (2024 - £0) each | 15,000 | 150 | - | -
| 3,620,000 | 36,200 | 3,612,500 | 36,125

Rights, preferences and restrictions

The ordinary A, B and B2 shares rank pari passu in all respects, other than as detailed in the Company's Articles of Association. For further details on the preference shares rights, see note 18 and the Company's Articles of Association. Total accrued dividend on the preference shares are disclosed in note 18 to the accounts.

Share repurchases
During the year, the company bought back 7,500 B shares and cancelled them, for aggregate consideration of £7,500.
Share allotments
During the year, the company allotted 15,000 Ordinary B2 shares at a price per share of £0.88, with total consideration of £13,200.

| 21 | Obligations under operating leases

Group

Operating leases - land and buildings

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 66,180 | 16,848
Later than one year and not later than five years | 132,489 | 34,538
| 198,669 | 51,386

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 22 | Related party transactions

During the year, remuneration of £459,113 (2024 - £460,703) was paid to key management personnel and £3,192 (2024 - £1,431) employer pension contributions were also made. Key management personnel are considered to be the directors of the company only.
The Group has issued loan notes with a nominal value of £5,560,700 (2024 - £5,560,700) to Elysian Capital II LP and £348,300 (2024 - £348,300) to Elysian Capital Executive Management LP. The loan notes bear interest at 9%, compounded per annum. The Group and Elysian Capital LLP are related parties due to the existence of common members / directorships and because the private equity funds Elysian Capital II LP and Elysian Capital Executive Management LP, which are managed by Elysian Capital LLP, own a controlling interest in Pine Topco Limited. Total interest incurred during the year was £686,116 and £47,306 respectively. The amounts owed at the year end were £8,309,924 and £572,945 respectively.
The Group has issued loan notes with a nominal value of £2,178,050 (2024 - £2,178,050) to Elysian Capital II LP and £132,796 (2024 - £132,796) to Elysian Capital Executive Management LP. The loan notes bear interest at 12.5% per annum compounded annually (formerly 9% per annum). Total interest incurred during the year was £409,446 and £28,230 respectively. The amounts owed at the year end were £3,685,182 and £254,083 respectively.
The Group has £2,525,850 of preference shares previously issued to Elysian Capital II LP and £174,150 of preference shares previously issued to Elysian Capital Executive Management LP. Total dividends accrued during the year amounted to £366,712 (2024 - £337,302) and total accrued dividends at the year end totalled £1,741,435 (2024 - £1,374,723).
During the year, the group incurred monitoring fees of £66,783 (2024 - £64,357) to Elysian Capital LLP. The total monitoring fees owing at 31 March 2025 amounted to £55,968 (2024 - £54,076).
Also during the year, £nil (2024 - £44,000) was paid in recruitment fees to Eton Bridge Partners Limited, a company in which J A Cunningham is a director and which is also controlled by funds managed by Elysian Capital LLP.

| 23 | Analysis of changes in net debt

Group

| At 1 April 2024 £ | Cash flows £ | Other non-cash changes £ | At 31 March 2025 £
Cash and cash equivalents |  |  |  |
Cash | 178,432 | 1,114,755 | - | 1,293,187
Borrowings |  |  |  |
Loan notes | (8,155,068) | - | (28,938) | (8,184,006)
Accrued loan note interest | (3,431,190) | - | (1,171,097) | (4,602,287)
Preference shares | (2,700,000) | - | - | (2,700,000)
Accrued preference share dividend | (1,374,723) | - | (366,712) | (1,741,435)
Bank loans | (1,729,000) | - | (21,000) | (1,750,000)
| (17,389,981) | - | (1,587,747) | (18,977,728)
Total net debt | (17,211,549) | 1,114,755 | (1,587,747) | (17,684,541)

Non cash movements relate to amortisation of debt costs, accrued loan note interest and accrued dividends on preference shares.

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 24 | Financial guarantee

Pine Topco Limited has given a guarantee under Section 479A of the Companies Act 2006 to guarantee all outstanding liabilities as at 31 March 2025 of the following subsidiary companies, Aspirations (Midlands) Limited
and New Start Supported Housing. Therefore the subsidiaries are exempt from the requirements of the Act relating to the audit of individual accounts. Other non-dormant subsidiary companies not listed above have been audited.

| 25 | Parent and ultimate parent undertaking

The Company and Group is controlled by Elysian Capital II LP, incorporated in England and Wales, on the basis that it holds a controlling interest in the voting rights of Pine Topco Limited. The smallest and largest group in which the results of the Company are consolidated is that headed by itself.