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

Optimo Care Group is a growing provider of specialist health and social care services across the United Kingdom, delivering supported living, specialist care, and domiciliary care services to individuals with a wide range of needs, including learning disabilities, autism, mental health conditions, and complex support requirements.

The Group operates through a diversified portfolio of services and maintains long-standing relationships with a broad range of public sector commissioners, including Local Authorities and Integrated Care Boards. This diversified commissioning base provides stability of income alongside opportunities for continued expansion as demand for high-quality, community-based care solutions increases.

The Group’s strategy remains centred on building a scalable and sustainable platform through a combination of organic development and carefully selected acquisitions, supported by strong operational infrastructure and disciplined financial management.

The period leading into and including the year ended 2025 has been characterised by continued strategic expansion, both organically and through acquisition.

In late July 2024, the Group completed the acquisition of CFT Care Ltd, a specialist provider of care services operating within the East of England. CFT Care brought with it an established operational platform, a skilled workforce, and a strong local reputation for delivering support to individuals with complex needs. The acquisition further strengthened the Group’s geographic presence and enhanced its capability within the specialist services division.

Following acquisition, CFT Care has been successfully integrated into the wider Group structure. This has included alignment of governance, financial reporting, and operational processes, alongside the introduction of Group systems and support functions. The integration has enabled the delivery of early operational efficiencies while maintaining continuity of care and service quality. CFT Care now forms an important part of the Group’s specialist services offering and provides a platform for further growth within the region.

In addition, in April 2025, the Group completed the acquisition of Spectra Care based in North London,further expanding its service offering and geographic reach. Spectra Care operates as a provider of community-based care services, with a focus on delivering tailored support to individuals within their own homes and supported living environments. The business complements the Group’s existing portfolio, providing additional scale and strengthening its position within key local authority markets.

The integration of Spectra Care has followed a similarly structured approach, with a focus on maintaining operational stability while embedding Group processes, governance frameworks, and support systems. The acquisition enhances the Group’s ability to deliver integrated care solutions and supports its strategy of building density within targeted geographic regions.

Alongside the acquisition of Spectra Care, the Group undertook a refinancing of its existing debt facilities, transitioning from Shawbrook Bank to Barclays.

This refinancing represents a significant milestone in the Group’s development and reflects the scale, maturity, and strengthened financial position of the business. The move to Barclays provides access to a broader and more flexible funding platform, better aligned to the Group’s long-term growth ambitions.

The new facilities provide improved capacity to support both organic growth and future acquisition activity, while also enhancing the Group’s financial flexibility. The relationship with Barclays is expected to deliver long-term benefits, including access to a wider range of banking services, increased scalability of funding as the Group grows, and alignment with a major high street banking partner.

The refinancing process was completed in conjunction with the Spectra Care acquisition, demonstrating the Group’s ability to execute complex transactions in a controlled and coordinated manner.

Operational Development and Performance

The Group has continued to deliver growth across its service lines, supported by strong underlying demand and established commissioning relationships. The expansion of the Group’s geographic footprint through acquisition has been complemented by ongoing organic growth within existing services.

The integration of newly acquired businesses has been a key operational focus, ensuring that they are embedded effectively within the Group’s structure while preserving local expertise and relationships. This approach supports both performance stability and the realisation of longer-term synergies.

During the latter part of the period leading into the year ending 2026, the Group also undertook targeted actions to strengthen aspects of its operational model, including quality assurance and compliance frameworks. These actions were implemented to ensure that the Group’s growth is supported by robust governance and consistent service delivery, and form part of a broader commitment to long-term sustainability.

Market Position and Growth Strategy

The Group operates within a sector characterised by strong structural demand, driven by demographic trends, increasing complexity of need, and continued policy focus on supporting individuals within community settings.

Optimo Care Group is well positioned to capitalise on these trends through its established service offering, specialist expertise, and growing geographic footprint. The Group’s strategy remains focused on building scale in targeted regions, developing complementary service lines, and strengthening its position as a provider of high-quality, community-based care.

Future growth will be delivered through a balanced approach, combining organic development with selective acquisition opportunities. The Group continues to evaluate potential transactions that complement its existing operations and enhance its service offering.

In addition, the Group is progressing the development of new service models, including the expansion of supported living schemes and the launch of its dedicated mental health brand, Unfold Support. These initiatives are aligned with commissioner demand and provide additional avenues for growth over the medium term.

The period has been one of continued growth and strategic progress for Optimo Care Group. The successful acquisition and integration of CFT Care and Spectra Care, alongside the refinancing of the Group’s debt facilities with Barclays, represent important steps in the evolution of the business.

These developments have strengthened the Group’s operational platform, enhanced its geographic reach, and improved its financial flexibility, providing a solid foundation for future expansion.

While targeted actions have been taken to strengthen aspects of governance and operational oversight towards the latter part of the period, the primary focus of the year has been on growth, integration, and the development of a scalable and sustainable business model.

The Board remains confident in the Group’s strategy and in its ability to deliver continued growth, supported by strong market fundamentals, a diversified service offering, and an increasingly robust financial and operational framework.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 July 2025.

The principal activity of the Group is the provision of care services.

The principal activity of the Company is to act as holding company for the Group.

The results for the year are set out on page 15.

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

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

Business, Energy & Industrial Strategy (BEIS) conversion factors 2025 have been used to convert electricity and gas consumption in kWh to tonnes CO2e.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.

Where possible, we have installed smart meters across sites and increased video conferencing technology for staff meetings, to reduce the need for travel between sites.

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.

The Group seeks to provide regular and valuable engagement with all team members and employee groups. Over the year we have further development policy and systems to deliver this further. With Employee Engagement staff, electronic sharing of news and improved forums we have seen engagement improve dramatically. The Group now reports on this as part of its internal systems.

Through our newsletters and meeting structures we deploy relevant information so that the team can understand the financial and economic factors pertinent to the Group both internal and external.

We welcome applications from all members of our communities as an equal opportunities employer. We undertake full and fair review of job applications and extend full opportunities for career progression, training, continued development and promotion for both able bodied and disabled persons.

The Group maintains an open policy on welcoming applications from disabled people. As an inclusive and progressive organisation we recognise through practice and policy the benefits to having a diverse workforce and consistently support training and developments for all, including colleagues who may become disabled while employed by the Group.

We continue to monitor our policies and procedures to ensure appropriate measures are in place for continuing the employment of, and for arranging appropriate training for, employees who become disabled persons whilst employed by the Group.

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.

We have audited the financial statements of Optimo Care Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 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 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 FRS 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 July 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 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:

• the information given in the strategic report and the directors' report for the financial year 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.

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, 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 company or to cease operations, or have no realistic alternative but to do so.

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

Extent to which the audit was capable of detecting irregularities, including fraud

The objectives of our audit, in respect of fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

• We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

• We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations in the UK, health and safety, employment law and regulations specific to the care sector.

• We considered the nature of the industry, the control environment and business performance, including key drivers for management's remuneration;

• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

• We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect all non-compliance with laws and regulations

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.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,797,327 (2024 - £903,870 profit).

Optimo Care Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Maple House, Maple Estate, Stocks Lane, Barnsley, South Yorkshire, S75 2BL.

The group consists of Optimo Care Group Limited and all of its subsidiaries.

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the 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. Investments 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.

The consolidated group financial statements consist of the financial statements of the parent company Optimo Care Group 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 July 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 group.

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.

The Company is part of, and integrated into, the wider Optimo Care Group ('the Group') and, in making their going concern assessment, the Directors have considered the financial performance and position of the Group as a whole.

The Group has prepared a detailed forecast up to July 2027, which indicates that it has sufficient resources available in order to settle its debts as they fall due for a period of at least 12 months from the date of approval of these financial statements. The forecasts show there is sufficient headroom to absorb a reasonable assessment of potential downsides against the forecast, should they occur.

Having reviewed the forecast information and current trading levels the Directors are confident that the Group can pay its debts as they fall due over the next 12 months. Accordingly, the Directors have concluded that no material uncertainty in relation to going concern exists and have prepared the financial statements on a going concern basis.

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.

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, being 20 years.

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:

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

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:

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.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments 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.

In 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.

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.

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.

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, 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 method 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.

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, 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 payments 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.

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.

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

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.

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

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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The annual amortisation charge for intangible assets and annual depreciation charge for tangible assets are sensitive to changes in the estimated economic lives as residual values of assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect the current estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets.

Impairment of trade debtors

The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the continuity of trade with the debtor, the demonstrability of service delivered, the ageing profile of debtors and historical experiences. Impairments provisions are accounted for as bad or doubtful debts and, as such, are offset with the original debt value shown in note 20.

The whole of turnover is attributable to the provision of care services other than the interest income below.

All turnover arose within the United Kingdom.

Exceptional items within administrative expenses is £358,944 (2024 - £127,888) in respect of restructuring costs £318,919 (2024 - £89,318) and non-recurring legal and professional expenditure £40,025 (2024 - £38,570).

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

Their aggregate remuneration comprised:

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

The fair value of the investment property has been prepared by a Director. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties, and historic data.

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

The bank borrowings were secured by a debenture incorporating fixed and floating charges over the Group and all assets present and future, including goodwill, book debts and uncalled capital.

Bank loans comprise of two loan facilities.

The term loan facility is a £22,300,000 facility denominated in Pounds Sterling with nominal interest of SONIA + 3%. £18,500,000 was drawn down in May 2025. The carrying amount at the year-end is £17,150,221.

The Group has a revolving credit facility with a limit of £2,500,000. The carrying amount at the year-end is £Nil.

The nominal rate of interest is SONIA + 3.25%.

Amounts borrowed under the revolving credit facility are repayable every quarter.

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

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.

For A and B shares. each share carries the right to vote, carries the right to receive dividends, entitles the holder to participate in a return of surplus assets and cannot be redeemed.

Each C share is entitled to one vote.

Includes all current and prior period retained profits and losses.

Acquisition of Spectra Care Limited

On 23 April 2025 the group acquired 100% percent of the issued capital of Spectra Care Limited.

Acquisition of SSR Support Limited

On 24 April 2025 the group acquired 100% percent of the issued capital of SSR Support Limited.

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:

The remuneration of key management personnel is as follows.

Other information

The Company has taken the exemption set out in FRS102 from disclosing transactions with wholly owned group members.

During the year the Group made the following related party transactions:

Oxygen Enterprise Partners Limited
(Directors and shareholders in common)
Consultancy services amounting to £678,586 (2024: £323,332) were provided by the related party during the period. At the balance sheet date the amount due to Oxygen Enterprise Partners Limited was £91,625 (2024: £80,633).

Smrtlinks Limited
(Directors and shareholders in common)
Computer and website costs have been incurred amounting to £23,400 (2024: £97,461) from the related party during the period. At the balance sheet date the amount due to Smrtlinks Limited was £Nil (2024: £Nil).

OEP Property Ventures Limited
(Directors and shareholders in common)
Purchases have been incurred amounting to £3,625 (2024: £Nil) from the related party during the period. At the balance sheet date the amount due to OEP Property Ventures Limited was £3,625 (2024: £Nil).

Ceaserco Limited

(Directors and shareholders in common)

Consultancy services amounting to £222,815 (2024: £Nil) were provided by the related party during the period. At the balance sheet date the amount due to Ceaserco Limited was £14,209 (2024: £Nil).

R N Walker
(Director).
Included within creditors is a loan payable to the director of £25,000 (2024: £25,000). Interest payable on the loan was £Nil (2024: £Nil).