REGISTERED NUMBER: 06927650 (England and Wales)

DORKING HEALTHCARE LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

Mr M A Arnaud

Dr S J Tomlinson

Dr A J Beattie

Dr V Sagar

Dr E M Moffett

Dr M E D Ince

Mrs J V Millman

Mrs F R Laws

Mr D D Ross

Dr S A Johnson

Dr S Steely

Dr S Kuganolipava

Dr M Jones

Dr S Qureshi

SECRETARY:

MC Secretaries Limited

REGISTERED OFFICE:

DHC GP Federation

Holmhurst Medical Centre

12 Thornton Side

Redhill

Surrey

RH1 2NP

REGISTERED NUMBER:

06927650 (England and Wales)

SENIOR STATUTORY AUDITOR:

Steve Nichols

INDEPENDENT AUDITORS:

Nichols & Co (Accountancy) Limited

Unit 7

Mulberry Place

Pinnell Road, Eltham

London

SE9 6AR

ACCOUNTANTS:

Morris Crocker

Chartered Accountants

Station House

North Street

Havant

Hampshire

PO9 1QU

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

REVIEW OF BUSINESS

DHC is a GP Federation providing NHS services in Surrey. The main services are outpatients and talking therapies which are delivered under contracts with Surrey Heartland Integrated Care Board (ICB). DHC is owned by the local GP practices and DHC also provides support services for those practices and the Primary Care Networks (PCNs) formed from those practices.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks arise from the NHS being the single commissioner of services from DHC and the inherent risks from being reliant on a single customer. DHC has been providing services within Surrey for nearly 20 years and works closely with the ICB to deliver the right services for the local population.

DEVELOPMENT AND PERFORMANCE

In 2024/25, we agreed to considerably expand our patient population from 4 PCNs with a further 3 PCNs joining from 1st April 2025. We developed a greater focus on research appointing a Clinical Lead and Administrator. We followed up the opening a new outpatient centre in Epsom with the development of a site in Wharlingham.

FINANCIAL KEY PERFORMANCE INDICATORS

In outpatients there was a 13% increase in the number of referrals received which led to a 13% increase in the number of appointments and a 20% increase in income. In talking therapies there was a 10% increase in the number of referrals received which led to a 28% increase in income.

ON BEHALF OF THE BOARD:

Mr M A Arnaud - Director

24 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £Nil (2024: £470,000).

DIRECTORS

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

Mr M A Arnaud

Dr S J Tomlinson

Dr A J Beattie

Dr V Sagar

Dr E M Moffett

Dr M E D Ince

Mrs J V Millman

Mrs F R Laws

Mr D D Ross

Dr S A Johnson

Other changes in directors holding office are as follows:

Mrs M V Godfrey - resigned 30 November 2024

Dr S Steely , Dr S Kuganolipava , Dr M Jones and Dr S Qureshi were appointed as directors after 31 March 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Nichols & Co (Accountancy) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M A Arnaud - Director

24 December 2025

Opinion

We have audited the financial statements of Dorking Healthcare Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement 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 company's affairs as at 31 March 2025 and of its 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 company 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 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 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

- enquiry of management, those charged with governance and the company's legal advisers (where deemed necessary);

- enquiry of staff in compliance functions to identify any instances of non-compliance with laws and regulations;

- reviewing minutes of meetings of those charged with governance;

- reviewing accounts disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Steve Nichols (Senior Statutory Auditor)

for and on behalf of Nichols & Co (Accountancy) Limited

Unit 7

Mulberry Place

Pinnell Road, Eltham

London

SE9 6AR

24 December 2025

TURNOVER

3

16,380,278

13,647,553

Cost of sales

11,838,425

10,329,359

GROSS PROFIT

4,541,853

3,318,194

Administrative expenses

4,612,660

3,545,085

(70,807

)

(226,891

)

Other operating income

5,000

11,728

OPERATING LOSS

5

(65,807

)

(215,163

)

Interest receivable and similar income

1,953

-

(63,854

)

(215,163

)

Interest payable and similar expenses

7

490

-

LOSS BEFORE TAXATION

(64,344

)

(215,163

)

Tax on loss

8

6,963

(37,312

)

LOSS FOR THE FINANCIAL YEAR

(71,307

)

(177,851

)

LOSS FOR THE YEAR

(71,307

)

(177,851

)

OTHER COMPREHENSIVE INCOME

Share acquisitions

1

2

Share acquisitions

(36,966

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(36,965

)

2

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(108,272

)

(177,849

)

FIXED ASSETS

Intangible assets

11

207,981

223,921

Tangible assets

12

413,504

343,162

621,485

567,083

CURRENT ASSETS

Debtors

13

2,168,743

1,515,218

Cash at bank and in hand

692,343

709,878

2,861,086

2,225,096

CREDITORS

Amounts falling due within one year

14

2,327,161

1,527,425

NET CURRENT ASSETS

533,925

697,671

TOTAL ASSETS LESS CURRENT LIABILITIES

1,155,410

1,264,754

PROVISIONS FOR LIABILITIES

16

92,201

85,238

NET ASSETS

1,063,209

1,179,516

CAPITAL AND RESERVES

Called up share capital

17

46

47

Share premium

18

157,229

165,263

Capital redemption reserve

18

13

12

Retained earnings

18

905,921

1,014,194

SHAREHOLDERS' FUNDS

1,063,209

1,179,516

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

Mr M A Arnaud - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

48

1,662,045

151,850

10

1,813,953

Changes in equity

Issue of share capital

(1

)

-

13,413

-

13,412

Dividends

-

(470,000

)

-

-

(470,000

)

Total comprehensive income

-

(177,851

)

-

2

(177,849

)

Balance at 31 March 2024

47

1,014,194

165,263

12

1,179,516

Changes in equity

Issue of share capital

(1

)

-

(8,034

)

-

(8,035

)

Total comprehensive income

-

(108,273

)

-

1

(108,272

)

Balance at 31 March 2025

46

905,921

157,229

13

1,063,209

Cash flows from operating activities

Cash generated from operations

21

252,637

813,384

Interest paid

(490

)

-

Tax paid

(7,249

)

(123,104

)

Net cash from operating activities

244,898

690,280

Cash flows from investing activities

Purchase of intangible fixed assets

-

(120,796

)

Purchase of tangible fixed assets

(219,387

)

(143,364

)

Interest received

1,953

-

Net cash from investing activities

(217,434

)

(264,160

)

Cash flows from financing activities

Share issue

1

(15,141

)

Share buyback

-

13,413

Share acquisition

(45,000

)

-

Equity dividends paid

-

(470,000

)

Net cash from financing activities

(44,999

)

(471,728

)

Decrease in cash and cash equivalents

(17,535

)

(45,608

)

Cash and cash equivalents at beginning of year

22

709,878

755,486

Cash and cash equivalents at end of year

22

692,343

709,878

1.	STATUTORY INFORMATION

Dorking Healthcare Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover represents sales of healthcare services undertaken during the period and is recognised at the point when the company satisfies a performance obligation to a customer as agreed. This is applicable for all main categories of turnover.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is being

amortised evenly over its estimated useful life of twenty years.

Additional goodwill was acquired during the year ended 31 March 2024 and will be amortised over its useful life of twenty years.

Intangible assets

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

Tangible fixed assets

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

Improvements to property

-

20% on cost

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

33% on cost

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties and investments in non-puttable ordinary shares.

Trade and other debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with banks and other short-term highly liquid investments and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Trade and other creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the balance sheet date.

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Outpatient services

8,243,564

7,076,107

Talking therapies services

4,863,444

4,100,295

Pond tail income

1,317,632

1,288,756

Projects & management income

1,955,638

1,182,395

16,380,278

13,647,553

4.	EMPLOYEES AND DIRECTORS

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

2025

2024

£

£

Employees

226

190

The allocation of employee and director costs were as follows:

2025

2024

£

£

Wages and salaries

7,116,826

5,723,071

Social security costs

709,950

572,965

Pension costs

946,466

725,633

Total

8,773,242

7,021,669

2025

2024

£

£

Directors' remuneration

669,438

699,718

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

Money purchase schemes

3

3

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

138,698

175,380

The total company pension contributions paid in respect of directors amounted to £42,221 (2024: £44,403)

5.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Other operating leases

116,251

48,000

Depreciation - owned assets

141,515

118,858

Loss on disposal of fixed assets

7,530

-

Goodwill amortisation

15,940

9,900

6.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

16,700

20,500

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

HMRC interest

490

-

8.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

-

(43,748

)

Deferred tax

6,963

6,436

Tax on loss

6,963

(37,312

)

UK corporation tax has been charged at 19% .

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Loss before tax

(64,344

)

(215,163

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2024 - 19%)

(12,225

)

(40,881

)

Effects of:

Expenses not deductible for tax purposes

3,442

-

Capital allowances in excess of depreciation

(2,787

)

(2,867

)

Utilisation of tax losses

11,570

-

Deferred tax movement in respect of timing differences

6,963

6,436

Total tax charge/(credit)

6,963

(37,312

)

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Share acquisitions

1

-

1

Share acquisitions

(36,966

)

-

(36,966

)

(36,965

)

-

(36,965

)

2024

Gross

Tax

Net

£

£

£

Share adjustments

2

-

2

Finance Bill 2021 was substantively enacted on 24 May 2021 so from 1 April 2023 the main rate of

corporation tax in the UK will increase to 25% for businesses with profits over £250,000, with a

marginal rate between that and profits under £50,000, which will continue to be taxed at 19%.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the

period when the asset is realised or the liability is settled, based on the tax rates that have been

substantively enacted at the balance sheet date.

9.

DIVIDENDS

2025

2024

£

£

Ordinary A shares of £1 each

Interim

-

470,000

10.

GRANT

Grants received totalling £25,000 have been reflected under the performance model, the corresponding charge to income of £5,000 is a reflection of the 20% reducing balance depreciation charge on the fixed asset for which the grant was intended to be used.

11.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 April 2024

and 31 March 2025

318,796

AMORTISATION

At 1 April 2024

94,875

Amortisation for year

15,940

At 31 March 2025

110,815

NET BOOK VALUE

At 31 March 2025

207,981

At 31 March 2024

223,921