Company registration number 15785596 (England and Wales)
MILLERCARE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
MILLERCARE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr P B Neal
Mr A N Buchanan
Mrs T Butterworth
Company number
15785596
Registered office
Alexander House
38 Churchill Way
Lomeshaye Industrial Estate
Nelson
Lancashire
United Kingdom
BB9 6RT
Auditor
Xeinadin Audit Limited
Citygate
Longridge Road
Preston
Lancashire
United Kingdom
PR2 5BQ
MILLERCARE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Company statement of cash flows
13
Notes to the financial statements
14 - 35
MILLERCARE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report for the period ended 31 August 2025.

Principal activities

The group's main activity is the retail distribution and servicing of mobility and healthcare products from 1 6 retail outlets, a service department and online trading.

The groups' trading activities are carried out through its wholly owned subsidiary, Millercare Limited.

Review of the business

The key performance indicators are as follows:

202 5

£'000

Sales 13,842

Operating profit 438

Gross margin 45.0%

Net current assets 635

Shareholders funds 22

Principal risks and uncertainties

The main risks to the continued operations are:

- A general downturn in the economy, resulting in a reduction in sales and profit. To mitigate the effects of

an economic downturn, the company maintains a strong balance sheet and a sound net current asset

position.

- Restrictions on the supply of products for re-sale. To avoid this situation, the company maintains a

reasonable level of stock and re-ordering and a good credit rating to maximise its ability to maintain a steady

supply of products.

Future developments

The group has made a good trading start to the 2025/6 year with sales and gross profit rates similar to the previous year and expenses under good control.

On behalf of the board

Mr P B Neal
Director
13 March 2026
MILLERCARE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 AUGUST 2025
- 2 -

The directors present their annual report and financial statements for the period ended 31 August 2025.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr P B Neal
Mr A N Buchanan
Mrs T Butterworth
Future developments

The group has made a good trading start to the 2025/6 year with sales and gross profit rates similar to previous years and expenses under good control.

Auditor

In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the group will be put at a General Meeting.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal activities, review of the business, key performance indicators and principal risks and uncertainties.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr P B Neal
Director
13 March 2026
MILLERCARE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 AUGUST 2025
- 3 -

The directors are responsible for preparing the Annual 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 then 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;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MILLERCARE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MILLERCARE HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Millercare Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 August 2025 and of the group's loss for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

MILLERCARE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MILLERCARE HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 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 directors' r esponsibilities s tatement, 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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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 extent to which the audit was considered capable of detecting irregularities including fraud.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

MILLERCARE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MILLERCARE HOLDINGS LIMITED
- 6 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Keith Roberts BA FCA (Senior Statutory Auditor)
For and on behalf of Xeinadin Audit Limited, Statutory Auditor
Chartered Accountants
Citygate
Longridge Road
Preston
Lancashire
PR2 5BQ
United Kingdom
13 March 2026
MILLERCARE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2025
- 7 -
Period
ended
31 August
2025
Notes
£
Turnover
2
13,841,879
Cost of sales
(7,607,435)
Gross profit
6,234,444
Administrative expenses
(5,862,099)
Other operating income
63,268
Operating profit
3
435,613
Interest receivable and similar income
6
12,536
Interest payable and similar expenses
7
(513,341)
Loss before taxation
(65,192)
Tax on loss
8
(67,948)
Loss for the financial period
22
(133,140)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
MILLERCARE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 8 -
2025
Notes
£
£
Fixed assets
Goodwill
9
2,753,158
Other intangible assets
9
14,926
Total intangible assets
2,768,084
Tangible assets
10
869,682
3,637,766
Current assets
Stocks
14
1,644,486
Debtors
15
822,192
Cash at bank and in hand
744,312
3,210,990
Creditors: amounts falling due within one year
16
(2,575,518)
Net current assets
635,472
Total assets less current liabilities
4,273,238
Creditors: amounts falling due after more than one year
17
(4,140,680)
Provisions for liabilities
Deferred tax liability
19
114,183
(114,183)
Net assets
18,375
Capital and reserves
Called up share capital
21
151,515
Profit and loss reserves
22
(133,140)
Total equity
18,375

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 13 March 2026 and are signed on its behalf by:
13 March 2026
Mr P B Neal
Director
Company registration number 15785596 (England and Wales)
MILLERCARE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 9 -
2025
Notes
£
£
Fixed assets
Tangible assets
10
353,727
Investments
11
6,805,626
7,159,353
Current assets
Cash at bank and in hand
6,653
Creditors: amounts falling due within one year
16
(3,378,579)
Net current liabilities
(3,371,926)
Total assets less current liabilities
3,787,427
Creditors: amounts falling due after more than one year
17
(4,140,680)
Net liabilities
(353,253)
Capital and reserves
Called up share capital
21
151,515
Profit and loss reserves
22
(504,768)
Total equity
(353,253)

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £504,768.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 13 March 2026 and are signed on its behalf by:
13 March 2026
Mr P B Neal
Director
Company registration number 15785596 (England and Wales)
MILLERCARE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 18 June 2024
-
0
-
0
-
0
Period ended 31 August 2025:
Loss and total comprehensive income
-
(133,140)
(133,140)
Issue of share capital
21
151,515
-
151,515
Balance at 31 August 2025
151,515
(133,140)
18,375
MILLERCARE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 18 June 2024
-
0
-
0
-
0
Period ended 31 August 2025:
Profit and total comprehensive income
-
(504,768)
(504,768)
Issue of share capital
21
151,515
-
151,515
Balance at 31 August 2025
151,515
(504,768)
(353,253)
MILLERCARE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2025
- 12 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
27
3,481,564
Interest paid
(513,341)
Income taxes paid
(17,559)
Net cash inflow from operating activities
2,950,664
Investing activities
Purchase of intangible assets
(37,660)
Purchase of tangible fixed assets
(544,557)
Proceeds from disposal of tangible fixed assets
32,830
Purchase of subsidiaries, net of cash acquired
(6,371,279)
Repayment of loans
3,000
Interest received
12,536
Net cash used in investing activities
(6,905,130)
Financing activities
Proceeds from issue of shares
151,515
Repayment of borrowings
4,307,557
Repayment of bank loans
239,706
Net cash generated from financing activities
4,698,778
Net increase in cash and cash equivalents
744,312
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
744,312
MILLERCARE HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2025
- 13 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
28
2,983,726
Interest paid
(513,225)
Net cash inflow from operating activities
2,470,501
Investing activities
Purchase of tangible fixed assets
(357,000)
Proceeds from disposal of subsidiaries
(6,805,626)
Net cash used in investing activities
(7,162,626)
Financing activities
Proceeds from issue of shares
151,515
Repayment of borrowings
4,307,557
Repayment of bank loans
239,706
Net cash generated from financing activities
4,698,778
Net increase in cash and cash equivalents
6,653
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
6,653
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
- 14 -
1
Accounting policies
Company information

Millercare Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Alexander House, 38 Churchill Way, Lomeshaye Industrial Estate, Nelson, Lancashire, United Kingdom, BB9 6RT.

The group consists of Millercare Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Millercare Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Website costs
Evenly over their estimated useful life of three years
Computer software costs
Evenly over their estimated useful life of three years
Telephone divert system
Evenly over their estimated useful life of four years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 16 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Leasehold land is not depreciated as it is considered to have an indefinite useful economic life.
Leasehold buildings are depreciated on a straight-line basis over their estimated useful economic life of 50 years
Leasehold improvements
15% and 25% on cost
Plant and equipment
15%, 25% and 50% on cost
Fixtures and fittings
25% on cost and over the estimated useful life of seven years
Computers
205 on reducing balance and 20%, 25% and 33% on cost
Motor vehicles
30% on reducing balance and 25% and 30% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 17 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 20 -
2
Turnover and other revenue
2025
£
Turnover analysed by class of business
Product sales
13,841,879
2025
£
Turnover analysed by geographical market
United Kingdom
13,841,879
2025
£
Other revenue
Interest income
12,536
Commissions received
63,268
3
Operating profit
2025
£
Operating profit for the period is stated after charging/(crediting):
Fees payable to the group's auditor for the audit of the group's financial statements
1,750
Depreciation of owned tangible fixed assets
246,816
Profit on disposal of tangible fixed assets
(11,733)
Amortisation of intangible assets
336,754
Operating lease charges
667,233
4
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2025
2025
Number
Number
Directors & Shareholders
3
3
Branches
55
-
Service
15
-
Web
2
-
AD
4
-
Total
79
3
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
4
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
2,859,705
415,911
Social security costs
334,465
59,411
Pension costs
67,989
16,239
3,262,159
491,561
5
Directors' remuneration
2025
£
Remuneration for qualifying services
415,911
Company pension contributions to defined contribution schemes
16,239
432,150
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
157,836
Company pension contributions to defined contribution schemes
7,275
6
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
12,536
2025
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
12,536
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 22 -
7
Interest payable and similar expenses
2025
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
14,638
Other interest on financial liabilities
498,703
513,341
8
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
76,284
Deferred tax
Origination and reversal of timing differences
(8,336)
Total tax charge
67,948

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2025
£
Loss before taxation
(65,192)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(16,298)
Tax effect of expenses that are not deductible in determining taxable profit
23
Amortisation on assets not qualifying for tax allowances
83,624
Capital allowances in excess of depreciation
9,718
Deferred taxation charge
(8,335)
Marginal relief
(784)
Taxation charge
67,948
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 23 -
9
Intangible fixed assets
Group
Goodwill
Website costs
Computer software costs
Telephone divert system
Total
£
£
£
£
£
Cost
At 18 June 2024
-
0
-
0
-
0
-
0
-
0
Additions - separately acquired
-
0
1,657
10,476
-
0
12,133
Additions - business combinations
3,097,654
5,697
-
0
1,000
3,104,351
At 31 August 2025
3,097,654
7,354
10,476
1,000
3,116,484
Amortisation and impairment
At 18 June 2024
-
0
-
0
-
0
-
0
-
0
Amortisation charged for the period
334,496
2,175
83
-
0
336,754
Amortisation acquired from subsidiary
10,000
646
-
0
1,000
11,646
At 31 August 2025
344,496
2,821
83
1,000
348,400
Carrying amount
At 31 August 2025
2,753,158
4,533
10,393
-
0
2,768,084
The company had no intangible fixed assets at 31 August 2025.
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 24 -
10
Tangible fixed assets
Group
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 18 June 2024
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Additions
357,000
-
0
1,866
45,043
14,903
132,442
551,254
Business combinations
-
0
89,347
5,264
289,650
279,393
789,637
1,453,291
Disposals
-
0
(12,100)
-
0
(4,774)
(8,903)
(111,378)
(137,155)
At 31 August 2025
357,000
77,247
7,130
329,919
285,393
810,701
1,867,390
Depreciation and impairment
At 18 June 2024
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
3,273
-
0
436
31,372
33,161
178,574
246,816
Eliminated in respect of disposals
-
0
(12,100)
-
0
(4,774)
(8,903)
(90,281)
(116,058)
Depreciation acquired from subsidiary
-
0
89,347
5,264
213,614
217,031
341,694
866,950
At 31 August 2025
3,273
77,247
5,700
240,212
241,289
429,987
997,708
Carrying amount
At 31 August 2025
353,727
-
0
1,430
89,707
44,104
380,714
869,682
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 25 -
Company
Leasehold land and buildings
£
Cost
At 18 June 2024
-
0
Additions
357,000
At 31 August 2025
357,000
Depreciation and impairment
At 18 June 2024
-
0
Depreciation charged in the period
3,273
At 31 August 2025
3,273
Carrying amount
At 31 August 2025
353,727

Security Over Assets

On 25 October 2024, the Company granted a First Legal Charge in favour of its bankers over the leasehold property known as Paddock Mill, Moscow Mill Street, Oswaldwistle, Accrington, Lancashire, BB5 0EP.

On 4 October 2024, the Company also executed a Debenture in favour of its bankers. The debenture includes:

a First Fixed Charge over all present freehold and leasehold property;

a First Fixed Charge over book debts and other debts, chattels, goodwill and uncalled capital, both present and future; and

a First Floating Charge over all the assets and undertaking of the Company, both present and future.

These charges and security interests are held as continuing security for the banking facilities provided to the Company.

11
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
12
-
0
6,805,626
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 18 June 2024
-
Additions
6,805,626
At 31 August 2025
6,805,626
Carrying amount
At 31 August 2025
6,805,626
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 26 -
12
Subsidiaries

Details of the company's subsidiaries at 31 August 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Millercare Limited
Alexander House 38 Churchill Way, Lomeshaye Industrial Estate, Nelson, Lancashire, England, BB9 6RT
Ordinary
100.00
13
Financial instruments

Financial risk management objectives and policies

The Group’s principal financial instruments comprise cash, trade debtors, trade creditors, bank borrowings and secured loan notes.

The primary risks arising from these financial instruments are liquidity risk, credit risk, and interest rate risk.

The Group does not enter into derivative transactions and does not actively trade in financial instruments.

Liquidity Risk

The Group monitors its cash flow forecasts, bank covenant compliance and debt repayment obligations on an ongoing basis to ensure adequate liquidity is maintained to meet its financial commitments as they fall due.

The Group’s principal liquidity exposure arises from the quarterly interest payments on the A and B Loan Notes, the quarterly capital repayments on the B Loan Notes and the maturity of all loan notes in 2029.

Interest Rate Risk

All of the Group’s borrowings at the reporting date bear fixed interest rates (14%, 8% and 5% respectively for the A, B and Consideration Loan Notes).

As a result, the Group has limited exposure to cash flow interest rate risk because interest costs will not vary with changes in market rates. Bank borrowings are minimal and are not considered to give rise to significant risk.

Credit Risk

Credit risk arises principally from trade receivables; however, customer balances are low-value in nature and spread across a wide retail customer base.

Cash balances are held with reputable UK financial institutions with strong credit ratings.

Accordingly, the directors consider credit risk to be low.

At the period end, the Group held the following financial instruments:

Financial assets measured at amortised cost of £1,265,180 comprise trade debtors, other debtors and cash at bank and in hand.

Financial liabilities measured at amortised cost of £6,600,969 comprise trade creditors, other creditors, accruals, bank borrowings, 14% Secured A Loan Notes, 8% Secured B Loan Notes and 5% Secured Consideration Loan Notes.

The Group holds no financial instruments measured at fair value through profit and loss.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
13
Financial instruments
(Continued)
- 27 -

Fair value of financial instruments

The directors consider that the fair values of all financial instruments approximate to their carrying amounts.

This is because:

All loan notes bear fixed interest rates that were set to reflect prevailing market pricing for similar instruments at the date of issue;

The instruments have no complex embedded features; and

All other financial assets and liabilities are short term in nature.

Maturity analysis of financial liabilities

The contractual maturity profile of the Group’s financial liabilities, including estimated future interest payments, is as follows:

Within one year:

Bank loans: interest and £6,583 principal repayments

A Loan Notes – interest only

B Loan Notes – interest and £400,000 principal repayments

Consideration Loan Notes – interest only

Trade creditors, tax and other creditors: as per note 17

Between one and two years

Bank loans: interest and £7,050 principal repayment

A and Consideration Loan Notes – interest only

B Loan Notes - interest and £400,000 principal repayment

Between two and five years

A Loan Notes – interest and principal and rolled interest repayable 31 March 2029

B Loan Notes – interest and £900,000 principal

Consideration Loan Notes – repayable 2029

Bank loans: interest and £24,297 principal repayment

More than five years

Bank loans: interest and £201,775 principal repayment

Summary of principal balances repayable

14% A Loan Notes: £2,031,871 plus 6% rolled interest

8% B Loan Notes: £1,700,000

5% Consideration Loan Notes: £575,686

Bank loans: £239,706

These instruments require quarterly interest payments until maturity. Secured A Loan Notes have a rolling interest rate of 6% which is added to the principal amounts quarterly and Consideration Loan Notes require a full repayment of principal in 2029 (for loan notes), Secured B Loan Notes require a principal repayment of £400,000 per year and per the bank loan amortisation schedule.

14
Stocks
Group
Company
2025
2025
£
£
Finished goods and goods for resale
1,644,486
-
0
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 28 -
15
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
365,155
-
0
Amounts owed by undertakings in which the company has a participating interest
50
-
Other debtors
155,663
-
0
Prepayments and accrued income
301,324
-
0
822,192
-
16
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£
£
Bank loans
18
6,583
6,583
Other borrowings
18
400,000
400,000
Trade creditors
1,724,263
614
Amounts owed to group undertakings
-
0
2,889,238
Corporation tax payable
48,660
-
0
Other taxation and social security
66,569
-
Accruals and deferred income
329,443
82,144
2,575,518
3,378,579
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Bank loans and overdrafts
18
233,123
233,123
Other borrowings
18
3,907,557
3,907,557
4,140,680
4,140,680
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 29 -
18
Loans and overdrafts
Group
Company
2025
2025
£
£
Bank loans
239,706
239,706
Loans from related parties
4,307,557
4,307,557
4,547,263
4,547,263
Payable within one year
406,583
406,583
Payable after one year
4,140,680
4,140,680
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
18
Loans and overdrafts
(Continued)
- 30 -

Bank loans The Group and Company’s bank borrowings are secured by the following:
First Legal Charge dated 25 October 2024 over the leasehold property known as Paddock Mill, Moscow Mill Street, Oswaldwistle, Accrington, Lancashire, BB5 0EP.
Debenture dated 04 October 2024 including:
– a fixed charge over all present freehold and leasehold property;
– a first fixed charge over book debts, other debts, chattels, goodwill and uncalled capital, both present and future; and
– a first floating charge over all assets and the undertaking of the Company, both present and future.
At the year end, the total liabilities secured by these charges amounted to £nil. Loans from related parties During the year, the Group issued secured loan notes as part of the financing arrangements entered into in connection with the acquisition of Millercare Holdings Limited. The loan notes comprise 14% Secured A Loan Notes, 8% Secured B Loan Notes, and 5% Secured Consideration Loan Notes. The principal terms of each instrument are summarised below. A Loan Notes – 14% Secured Loan Notes 2029 On 26 July 2024 the Company created and issued £1,922,799 14% Secured A Loan Notes 2029. The A Loan Notes bear fixed interest at 14% per annum, payable quarterly on 31 March, 30 June, 30 September and 31 December. In the event of default, interest becomes payable at the higher of 15% per annum or SONIA + 12%. The A Loan Notes are secured by a Composite Guarantee and Debenture, which creates fixed and floating charges over the assets of the Group. The Notes rank pari passu with the B Loan Notes, subject to the Intercreditor Deed. The Notes are repayable in full on 31 March 2029, or earlier upon certain events of default as set out in the loan note instrument. B Loan Notes – 8% Secured Loan Notes 2029 On 26 July 2024 the Company also created and issued £2,000,000 8% Secured B Loan Notes 2029. The B Loan Notes bear interest at 8% per annum, payable quarterly on the same dates as the A Loan Notes. The B Loan Notes are secured on the same basis as the A Loan Notes through the Composite Guarantee and Debenture. They rank equally with the A Loan Notes, subject to the terms of the Intercreditor Deed, and are repayable on 31 March 2029. Consideration Loan Notes – 5% Secured Loan Notes 2029 As part of the consideration for the business combination, the Group issued £575,686 5% Secured Consideration Loan Notes 2029. These Notes bear interest at 5% per annum and are secured under a separate Junior Debenture, ranking subordinated to the A and B Loan Notes in accordance with the Intercreditor Deed. The Notes fall due for repayment in 2029, with early repayment required upon certain events of default.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
18
Loans and overdrafts
(Continued)
- 31 -

Security and Priority

The A and B Loan Notes are secured obligations of the Group and benefit from a Composite Guarantee and Debenture granted by Millercare Holdings Limited and its subsidiaries.

The Consideration Loan Notes are secured under a Junior Security Package, ranking behind the A and B Loan Notes.

The Intercreditor Deed governs the priority and enforcement arrangements between senior (A and B) and junior (Consideration) lenders.

Covenants and Events of Default

The loan note instruments include a number of standard commercial covenants and events of default, including but not limited to:

- non-payment of principal or interest;

- breach of undertakings;

- insolvency of any Group company;

- enforcement of security; and

- any material misrepresentation.

Upon the occurrence of an event of default, all Notes may become immediately repayable and, in the case of the A Loan Notes, interest may accrue at the default rate (the higher of 15% or SONIA + 12%).

The fair value of the loan notes approximates their carrying amount because they bear interest rates that reflect current market pricing for instruments with similar characteristics and credit risk.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2025
Group
£
Accelerated capital allowances
114,183
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£
£
Asset at 18 June 2024
-
-
Acquired on acquisition
114,183
-
Liability at 31 August 2025
114,183
-
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
19
Deferred taxation
(Continued)
- 32 -
20
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
67,989

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary Shares of £1 each
151,515
151,515
22
Profit and loss reserves
Group
Company
2025
2025
£
£
At the beginning of the period
-
-
Loss for the period
(133,140)
(504,768)
At the end of the period
(133,140)
(504,768)
23
Financial commitments, guarantees and contingent liabilities

The Company is party to an Unlimited Multilateral Guarantee dated 09 October 2024, entered into with Millercare Holdings Limited and Millercare Limited.

Under the terms of this arrangement, each participating company provides an unlimited guarantee in respect of the banking facilities and related obligations of the others. The guarantee constitutes a joint and several obligation of the companies involved and forms part of the Group’s wider banking arrangements.

At the reporting date, the aggregate bank borrowings covered by the guarantee amounted to £nil.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 33 -
24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2025
£
£
Within one year
940,308
-
Between two and five years
2,650,902
-
In over five years
1,952,530
-
5,543,740
-
25
Related party transactions

During the year, the company entered into a loan agreement with shareholder Panoramic SME Fund 3 LP for £1,922,799 in 14% Secured A Loan Notes. Interest of £302,821 was paid to Panoramic SME Fund 3 LP during the year, of which £48,319 was outstanding at the year end and included within accruals and £109,072 was capitalised and added to the principal amount of the loan.

At the year end the 14% Secured A loan notes balance was £2,031,871.

Following the year end, on 5 September 2025, Millercare Holdings Limited agreed revised interest terms with Panoramic SME Fund 3 LP on the A loan Notes. With effect from 1 January 2026 the interest rate was agreed to be reduced to 10% per annum ( 5% interest paid, 5% rolled up).

During the year, the company entered into a loan agreement with shareholder Panoramic SME Fund 3 LP for £2,000,000 in 8% Secured B Loan Notes. Repayments totalling £300,000 were made during the year. Interest of £164,257 was paid in the year, of which £23,101 was outstanding at the year end and included within accruals.

At the year end, the outstanding balance of the 8% Secured B Loan Notes was £1,700,000.

During the year, Millercare Holdings Limited entered into a loan agreement with director and shareholder Nick Buchanan for £575,686 in 5% Consideration Loan Notes. Interest of £19,558 was paid to Nick Buchanan during the year.

On 1 April 2025, Nick Buchanan transferred the 5% Consideration Loan Notes to his wife, Karin Buchanan. During the year, Millercare Holdings Limited paid £12,066 of interest to Karin Buchanan, of which £4,889 was outstanding and included in accruals at the year end.

At the year end, the amount owed to Karin Buchanan in respect of the 5% Consideration Loan Notes was £575,686.

During the year Millercare Limited paid rent of £12,500 (2024:£12,500) to Dexter Lettings Limited, a company of which Nick Buchanan and Phil Neal are directors and shareholders . At the year end Millercare Limited had made a prepayment of rent to Dexter Lettings Limited of £12,500 (2024: £18,750).

26
Post Balance Sheet Event

Subsequent to the year end, on 5 September 2025, Millercare Holdings Limited and Panoramic SME Fund 3 LP agreed to very the A Loan Note terms. With effect from 1 January 2026, the interest rate will reduce from 14% ( 8% paid interest, 6% rolled up) to 10% (5% paid interest, 5% rolled up). The amendment was not effective at the balance sheet date and accordingly no adjustment has ben made to the financial statements.

MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 34 -
27
Cash generated from group operations
2025
£
Loss after taxation
(133,140)
Adjustments for:
Taxation charged
67,948
Finance costs
513,341
Investment income
(12,536)
Gain on disposal of tangible fixed assets
(11,733)
Amortisation and impairment of intangible assets
336,754
Depreciation and impairment of tangible fixed assets
246,816
Increase in provisions
420,377
Movements in working capital:
Increase in stocks
(397,813)
Decrease in debtors
2,152,659
Increase in creditors
298,891
Cash generated from operations
3,481,564
28
Cash generated from operations - company
2025
£
Loss after taxation
(504,768)
Adjustments for:
Finance costs
513,225
Depreciation and impairment of tangible fixed assets
3,273
Movements in working capital:
Increase in creditors
2,971,996
Cash generated from operations
2,983,726
29
Analysis of changes in net debt - group
18 June 2024
Cash flows
31 August 2025
£
£
£
Cash at bank and in hand
-
744,312
744,312
Borrowings excluding overdrafts
-
(4,547,263)
(4,547,263)
-
(3,802,951)
(3,802,951)
MILLERCARE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
- 35 -
30
Analysis of changes in net debt - company
18 June 2024
Cash flows
31 August 2025
£
£
£
Cash at bank and in hand
-
6,653
6,653
Borrowings excluding overdrafts
-
(4,547,263)
(4,547,263)
-
(4,540,610)
(4,540,610)
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