Registration number: 11835415

Ivolve Fieldbay Bidco Ltd

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Consolidated Profit and Loss Account	8
Consolidated Balance Sheet	9
Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 to 25

Ivolve Fieldbay Bidco Ltd

Company Information

Directors

T M Davies N D Robinson

Registered office

Royal Court Basil Close Chesterfield Derbyshire S41 7SL

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Ivolve Fieldbay Bidco Ltd

Strategic Report for the Year Ended 31 March 2025

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

Principal activity

The principal activity of the group is that of a holding company. The principal activity of the group is the provision of care services.

Fair review of the business

The results for the year, which are set out in the profit and loss account show turnover of £42,832,000 (2024 - £39,102,000) and an operating profit of £7,982,000 (2024 - £7,395,000). At 31 March 2025, the group had net assets of £19,085,000 (2024 - £13,018,000). The directors are of the opinion that these results are satisfactory.

Key performance indicators
As part of the management accounts, the directors use Key Performance Indicators ('KPIs') to assist in the understanding of the development, performance and the position of the business of the group. The KPIs used by the group to measure performance included divisional revenue, adjusted operating margin, hours of care provided, new care contracts won, Care Inspectorate Wales rating and operating cash flow conversion.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to ongoing compliance with current and future legislation affecting the sector and also government funding for local care services.

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 a combination of price, credit, interest rate and cash flow risks. The group uses financial instruments including cash, borrowings and preference shares, the main purpose of which are to raise finance for the group's activities and to manage interest rate risk. The group manages cash flow risk through credit control procedures. Credit risk in respect of bank balances is safeguarded by using bank with high credit ratings.

The group's bank loans, other loans and preference shares are subject to price and liquidity risk as detailed in the note 17 to the financial statements.

Energy and carbon reporting

The company has not disclosed information in respect of energy and carbon reporting as its energy consumption is less than 40,000kWh. None of the subsidiary companies are large sized and therefore there is no requirement to disclose as a group.

Section 172 statement

The Directors act in accordance with the duties detailed in s172 of the Companies Act 2006. The Directors have considered the ongoing strategy of the business and believe that this will continue to deliver long-term success to the Group and its stakeholders.

The Group is committed to maintaining high standards across all areas including investment in operations and colleagues to provide the best possible outcomes for the people we support, whilst also maintaining an awareness of its environmental impact and seeking to reduce its carbon footprint where possible.

The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The Group identifies a wide variety of stakeholders including inter alia, the people in our care, their families, commissioners, regulators and the wider community. In ensuring that stakeholders are considered as part of decision processes, the Directors believe the Group acts fairly.

Approved by the Board on 10 December 2025 and signed on its behalf by:

N D Robinson
Director

Ivolve Fieldbay Bidco Ltd

Directors' Report for the Year Ended 31 March 2025

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

Change of company name

The company changed its name from Fieldbay Bidco Limited to Ivolve Fieldbay Bidco Ltd effective from 2 June 2025.

Directors of the company

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

T M Davies

N D Robinson

Going concern

The company and group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the company and group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Employment of disabled persons

The company and group's policy is to consider the recruitment of 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 to ensure 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 company and group encourages the involvement of employees in its management through regular department meetings.

Future developments

The external environment is expected to remain competitive going forward.

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 10 December 2025 and signed on its behalf by:

N D Robinson
Director

Ivolve Fieldbay Bidco Ltd

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.

Ivolve Fieldbay Bidco Ltd

Independent Auditor's Report to the Members of Ivolve Fieldbay Bidco Ltd

Opinion

We have audited the financial statements of Ivolve Fieldbay Bidco Ltd (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, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, 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 profit 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 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.

Ivolve Fieldbay Bidco Ltd

Independent Auditor's Report to the Members of Ivolve Fieldbay Bidco Ltd

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 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.

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 4, 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 group’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.

Ivolve Fieldbay Bidco Ltd

Independent Auditor's Report to the Members of Ivolve Fieldbay Bidco Ltd

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 judgements 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

10 December 2025

Ivolve Fieldbay Bidco Ltd

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

	Note	2025  £ 000	2024  £ 000
Turnover	3	42,832	39,102
Cost of sales		(21,462)	(19,014)
Gross profit		21,370	20,088
Administrative expenses		(13,357)	(12,645)
Exceptional items	5	(31)	(47)
Operating profit	4	7,982	7,395
Other interest receivable and similar income	6	201	61
Interest payable and similar charges	7	(1,415)	(1,199)
Profit before tax		6,767	6,256
Taxation	11	(699)	(603)
Profit for the financial year		6,068	5,654

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

Ivolve Fieldbay Bidco Ltd

(Registration number: 11835415)
Consolidated Balance Sheet as at 31 March 2025

	Note	2025  £ 000	2024  £ 000
Fixed assets
Intangible assets	12	1,848	2,307
Tangible assets	13	2,657	2,819
		4,505	5,126
Current assets
Debtors	15	28,774	24,329
Cash at bank and in hand		8,156	5,835
		36,930	30,165
Creditors: Amounts falling due within one year	16	(6,676)	(6,223)
Net current assets		30,254	23,941
Total assets less current liabilities		34,759	29,067
Creditors: Amounts falling due after more than one year	16	(15,576)	(16,050)
Provisions for liabilities	11	(98)	-
Net assets		19,085	13,018
Capital and reserves
Called up share capital	19	-	-
Profit and loss account		19,085	13,018
Equity attributable to owners of the company		19,085	13,018
Total equity		19,085	13,018

Approved and authorised by the Board on 10 December 2025 and signed on its behalf by:
 

N D Robinson
Director

Ivolve Fieldbay Bidco Ltd

(Registration number: 11835415)
Balance Sheet as at 31 March 2025

	Note	2025  £ 000	2024  £ 000
Fixed assets
Investments	14	5,393	5,393
Current assets
Debtors	15	7,720	3,615
Cash at bank and in hand		105	79
		7,825	3,694
Creditors: Amounts falling due within one year	16	(8,357)	(3,458)
Net current (liabilities)/assets		(532)	236
Total assets less current liabilities		4,861	5,629
Creditors: Amounts falling due after more than one year	16	(10,970)	(10,311)
Net liabilities		(6,109)	(4,682)
Capital and reserves
Called up share capital	19	-	-
Profit and loss account		(6,109)	(4,682)
Total equity		(6,109)	(4,682)

The company made a loss after tax for the financial year of £1,427,000 (2024 - loss of £1,214,000).

Approved and authorised by the Board on 10 December 2025 and signed on its behalf by:
 

N D Robinson
Director

Ivolve Fieldbay Bidco Ltd

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

	Share capital £ 000	Profit and loss account £ 000	Total £ 000
At 1 April 2024	-	13,018	13,018
Profit for the year	-	6,068	6,068
At 31 March 2025	-	19,085	19,085