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REGISTERED NUMBER: 15514113 (England and Wales)

























Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 September 2025

for

Olea Holdings Limited

Olea Holdings Limited (Registered number: 15514113)






Contents of the Consolidated Financial Statements
for the Year Ended 30 September 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


Olea Holdings Limited

Company Information
for the Year Ended 30 September 2025







DIRECTORS: G W Claffey
Mrs L Claffey





REGISTERED OFFICE: 20 Torkington Road
Hazel Grove
Stockport
SK7 4RQ





REGISTERED NUMBER: 15514113 (England and Wales)





AUDITORS: Fairhurst Audit Services Ltd
Statutory Auditors
Chartered Accountants
Douglas Bank House
Wigan Lane
Lancashire
WN1 2TB

Olea Holdings Limited (Registered number: 15514113)

Group Strategic Report
for the Year Ended 30 September 2025

The directors present their strategic report of the company and the group for the year ended 30 September 2025.

The principal activities of the company during the year under review are the operation of residential and nursing care home.

REVIEW OF BUSINESS
The company acts as a holding entity for two subsidiaries which operate well established residential and nursing care homes across Greater Manchester.

Together, the homes continue to provide high quality care and demonstrate strong operational performance across the group.

The company underwent a management buyout (MBO) in the prior year to support long term sustainability and provide a strengthened strategic framework for future development. Since the MBO, both homes have continued to perform successfully, supported by enhanced governance, clearer oversight, and a shared commitment to quality.

Collectively, the group's services provide accommodation and care for up to 78 residents aged 18 and above. Each home has been purpose built or purpose designed to prioritise resident wellbeing, comfort, safety, and social engagement. The environments are intended to feel welcoming, homely, and supportive, enabling residents to live with dignity and independence for as long as possible.

The company's philosophy underpins all aspects of service delivery. It reflects the organisation's core values and guides how we care for our residents, engage with families and stakeholders, and support our staff. These values continue to form the foundation on which the group builds excellence, develops its services, and meets its long term goals.
Our people remain central to the company's success. We are proud of the dedication and professionalism demonstrated by staff across both subsidiaries, whose commitment ensures residents receive the highest quality of care. Their contribution is fundamental to maintaining the strong reputation of the homes and delivering positive outcomes for those who live with us.

The group is committed to upholding high standards of integrity, professional conduct, and sound business judgement. Effective planning and continuous improvement remain embedded across the organisation, ensuring services evolve in line with resident needs, regulatory requirements, and sector expectations. The emphasis on continual improvement also enhances performance resilience and enables the homes to respond proactively to operational challenges.

Sustainability continues to be a key organisational value. In recent years, both homes have invested significantly in sustainable technologies and environmentally responsible practices. These initiatives support long term cost efficiency, reduce environmental impact, and reinforce the company's commitment to operating responsibly for the benefit of current and future generations.

The company delivered strong financial results during the year. Group sales exceeded £4.8 million, and EBITDA remained healthy at 19.0%. The financial performance reflects stable occupancy levels, effective cost management, and the ongoing demand for high quality residential care services

GOING CONCERN
The directors have reviewed the management accounts to date and the cash requirements for a period of 12 months from the date of approval of these financial statements, which indicate that, taking account of any possible reduction in occupation, the company will have sufficient funds to continue trading and to meet its liabilities as they fall due during that period. They therefore believe that it remains appropriate to prepare the financial statements on a going concern basis.


Olea Holdings Limited (Registered number: 15514113)

Group Strategic Report
for the Year Ended 30 September 2025

PRINCIPAL RISKS AND UNCERTAINTIES
The directors consider the principal risks and uncertainties faced by the company to arise across the following areas:

Financial risk
The company's exposure to credit risk remains low, with trade debtors representing the main area of risk. Privately funded residents pay a deposit on admission, and credit risk for both private and publicly funded placements is managed through ongoing monitoring of payments against contractual terms. Cash flow is carefully managed as part of daily financial controls.

Operational risk
A key operational risk is the potential for reduced occupancy levels. Demand for residential and nursing care remains driven by need and is expected to grow over time. The company continues to mitigate this risk through effective marketing, strong relationships within the local community, and maintaining a positive reputation for quality.
The competitive nature of the UK care employment market presents ongoing challenges in recruiting and retaining skilled staff. The company supports workforce resilience by offering above National Living Wage pay rates for care staff, a competitive benefits package, and ongoing investment in training, development, and nationally recognised qualifications.

Regulatory risk
The company operates within a regulated environment overseen by the Care Quality Commission (CQC). Residential care services are assessed against five key lines of enquiry: whether they are safe, caring, responsive, effective, and well led. Homes are rated as inadequate, requires improvement, good, or outstanding.
A reduced rating could impact occupancy or give rise to local authority restrictions. The directors are pleased to report that the home continues to receive regular inspections and maintains an overall rating of Good.

FUTURE DEVELOPMENTS
The directors expect the operating environment to remain competitive. However, the company is well equipped to meet future demand through its strong service offering, experienced workforce, and commitment to continuous improvement. Planned refurbishments and infrastructure improvements will support the long term quality of the service and enhance resident experience.

FINANCIAL INSTRUMENTS
The company's exposure to price, credit, liquidity, and cash flow risks remains consistent with normal trading levels. These risks arise principally from day to day operations and are managed through established internal control procedures.

ON BEHALF OF THE BOARD:





G W Claffey - Director


11 May 2026

Olea Holdings Limited (Registered number: 15514113)

Report of the Directors
for the Year Ended 30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2025.

DIVIDENDS
The total distribution of dividends for the year ended 30 September 2025 will be £183,001.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
G W Claffey has held office during the whole of the period from 1 October 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mrs L Claffey - appointed 16 May 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

AUDITORS
The auditors, Fairhurst Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





G W Claffey - Director


11 May 2026

Report of the Independent Auditors to the Members of
Olea Holdings Limited

Opinion
We have audited the financial statements of Olea Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Olea Holdings Limited


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Olea Holdings Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of 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 which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;
- we identified those laws and regulations which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty;
- 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.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining and 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
- considered the internal control 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; and
- Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

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;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. 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 inspections of regulatory and legal correspondence, if any.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Olea Holdings Limited


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




Louise Webster BSc BFP ACA (Senior Statutory Auditor)
for and on behalf of Fairhurst Audit Services Ltd
Statutory Auditors
Chartered Accountants
Douglas Bank House
Wigan Lane
Lancashire
WN1 2TB

11 May 2026

Olea Holdings Limited (Registered number: 15514113)

Consolidated Income Statement
for the Year Ended 30 September 2025

Period
22.2.24
Year Ended to
30.9.25 30.9.24
Notes £    £   

TURNOVER 4,833,875 2,302,469

Cost of sales 3,119,047 1,483,614
GROSS PROFIT 1,714,828 818,855

Administrative expenses 1,240,337 978,933
474,491 (160,078 )

Other operating income 219,498 -
OPERATING PROFIT/(LOSS) 4 693,989 (160,078 )

Interest receivable and similar income 782 2,670
694,771 (157,408 )

Interest payable and similar expenses 5 274,181 215,894
PROFIT/(LOSS) BEFORE TAXATION 420,590 (373,302 )

Tax on profit/(loss) 6 139,688 5,666
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 280,902 (378,968 )
Profit/(loss) attributable to:
Owners of the parent 280,902 (378,968 )

Olea Holdings Limited (Registered number: 15514113)

Consolidated Other Comprehensive Income
for the Year Ended 30 September 2025

Period
22.2.24
Year Ended to
30.9.25 30.9.24
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 280,902 (378,968 )


OTHER COMPREHENSIVE INCOME
Reserves movement - 89,105
transferred to profit and loss reserve 1,782 -
transferred from revaluation reserve (1,782 ) -
Income tax relating to components of other
comprehensive income

445

(22,053

)
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX

445

67,052
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

281,347

(311,916

)

Total comprehensive income attributable to:
Owners of the parent 281,347 (311,916 )

Olea Holdings Limited (Registered number: 15514113)

Consolidated Balance Sheet
30 September 2025

30.9.25 30.9.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 (410,204 ) (416,862 )
Tangible assets 10 6,474,171 6,669,881
Investments 11 - -
6,063,967 6,253,019

CURRENT ASSETS
Stocks 12 4,200 4,200
Debtors 13 258,254 354,482
Cash at bank and in hand 562,319 347,660
824,773 706,342
CREDITORS
Amounts falling due within one year 14 1,082,362 681,644
NET CURRENT (LIABILITIES)/ASSETS (257,589 ) 24,698
TOTAL ASSETS LESS CURRENT LIABILITIES 5,806,378 6,277,717

CREDITORS
Amounts falling due after more than one year 15 (4,420,643 ) (4,992,023 )

PROVISIONS FOR LIABILITIES 19 (308,804 ) (307,109 )
NET ASSETS 1,076,931 978,585

CAPITAL AND RESERVES
Called up share capital 20 1,000 1,000
Merger relief reserve 21 1,289,501 1,289,501
Revaluation reserve 21 65,047 66,384
Retained earnings 21 (278,617 ) (378,300 )
SHAREHOLDERS' FUNDS 1,076,931 978,585

The financial statements were approved by the Board of Directors and authorised for issue on 11 May 2026 and were signed on its behalf by:





G W Claffey - Director


Olea Holdings Limited (Registered number: 15514113)

Company Balance Sheet
30 September 2025

30.9.25 30.9.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 640,200 653,400
Investments 11 2,604,719 2,604,719
3,244,919 3,258,119

CURRENT ASSETS
Debtors 13 - 1
Cash at bank 334,096 18,018
334,096 18,019
CREDITORS
Amounts falling due within one year 14 135,483 83,001
NET CURRENT ASSETS/(LIABILITIES) 198,613 (64,982 )
TOTAL ASSETS LESS CURRENT LIABILITIES 3,443,532 3,193,137

CREDITORS
Amounts falling due after more than one year 15 (1,224,604 ) (1,543,604 )

PROVISIONS FOR LIABILITIES 19 (21,608 ) (22,053 )
NET ASSETS 2,197,320 1,627,480

CAPITAL AND RESERVES
Called up share capital 20 1,000 1,000
Merger relief reserve 21 1,289,501 1,289,501
Revaluation reserve 21 65,047 66,384
Retained earnings 21 841,772 270,595
SHAREHOLDERS' FUNDS 2,197,320 1,627,480

Company's profit for the financial year 752,396 269,927

The financial statements were approved by the Board of Directors and authorised for issue on 11 May 2026 and were signed on its behalf by:





G W Claffey - Director


Olea Holdings Limited (Registered number: 15514113)

Consolidated Statement of Changes in Equity
for the Year Ended 30 September 2025

Called up Merger
share Retained relief Revaluation Total
capital earnings reserve reserve equity
£    £    £    £    £   

Changes in equity
Issue of share capital 1,000 - 1,289,501 - 1,290,501
Total comprehensive income - (378,300 ) - 66,384 (311,916 )
Balance at 30 September 2024 1,000 (378,300 ) 1,289,501 66,384 978,585

Changes in equity
Dividends - (183,001 ) - - (183,001 )
Total comprehensive income - 282,684 - (1,337 ) 281,347
Balance at 30 September 2025 1,000 (278,617 ) 1,289,501 65,047 1,076,931

Olea Holdings Limited (Registered number: 15514113)

Company Statement of Changes in Equity
for the Year Ended 30 September 2025

Called up Merger
share Retained relief Revaluation Total
capital earnings reserve reserve equity
£    £    £    £    £   

Changes in equity
Issue of share capital 1,000 - 1,289,501 - 1,290,501
Total comprehensive income - 270,595 - 66,384 336,979
Balance at 30 September 2024 1,000 270,595 1,289,501 66,384 1,627,480

Changes in equity
Dividends - (183,001 ) - - (183,001 )
Total comprehensive income - 754,178 - (1,337 ) 752,841
Balance at 30 September 2025 1,000 841,772 1,289,501 65,047 2,197,320

Olea Holdings Limited (Registered number: 15514113)

Consolidated Cash Flow Statement
for the Year Ended 30 September 2025

Period
22.2.24
Year Ended to
30.9.25 30.9.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 917,689 1,674,992
Interest paid (274,181 ) (215,894 )
Tax paid 3,136 (74,309 )
Net cash from operating activities 646,644 1,384,789

Cash flows from investing activities
Purchase of tangible fixed assets (35,216 ) (606,769 )
Acquisition of subsidiaries - (546,738 )
Interest received 782 2,670
Net cash from investing activities (34,434 ) (1,150,837 )

Cash flows from financing activities
Loan repayments in year (166,589 ) (37,048 )
Related company loan (47,962 ) 149,821
Amount introduced by directors 90,625 20,936
Amount withdrawn by directors (90,624 ) (20,001 )
Equity dividends paid (183,001 ) -
Net cash from financing activities (397,551 ) 113,708

Increase in cash and cash equivalents 214,659 347,660
Cash and cash equivalents at beginning of
year

2

347,660

-

Cash and cash equivalents at end of year 2 562,319 347,660

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 30 September 2025

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Profit/(loss) before taxation 420,590 (373,302 )
Depreciation charges 224,268 115,507
Finance costs 274,181 215,894
Finance income (782 ) (2,670 )
918,257 (44,571 )
Increase in stocks - (50 )
Decrease/(increase) in trade and other debtors 99,365 (136,188 )
(Decrease)/increase in trade and other creditors (99,933 ) 1,855,801
Cash generated from operations 917,689 1,674,992

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 September 2025
30.9.25 1.10.24
£    £   
Cash and cash equivalents 562,319 347,660
Period ended 30 September 2024
30.9.24 22.2.24
£    £   
Cash and cash equivalents 347,660 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.10.24 Cash flow At 30.9.25
£    £    £   
Net cash
Cash at bank and in hand 347,660 214,659 562,319
347,660 214,659 562,319
Debt
Debts falling due within 1 year (185,738 ) (44,262 ) (230,000 )
Debts falling due after 1 year (3,281,027 ) 210,851 (3,070,176 )
(3,466,765 ) 166,589 (3,300,176 )
Total (3,119,105 ) 381,248 (2,737,857 )

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements
for the Year Ended 30 September 2025

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

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

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 £.

Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 30 September. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Where the fair value of the group's interest in the assets, liabilities and contingent liabilities acquired exceeds the cost of the business combination, negative goodwill arises. The Group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit. The negative goodwill is released in line with the depreciation of the freehold property being 2% cost (50 years).

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

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

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 10% on reducing balance and 2% on cost
Plant and machinery - 15% on reducing balance

Additions are depreciated for a full year in the year of acquisition and none in the year of disposal.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.


Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

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

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

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern
The directors have prepared forecasts which demonstrate that the group will continue to meet its liabilities as they fall due for payment for a period of at least 12 months from the date of approval of the financial statements. Therefore, the directors continue to adopt the going concern basis of accounting in preparation of these financial statements.

3. EMPLOYEES AND DIRECTORS
Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Wages and salaries 2,343,129 1,126,954
Social security costs 76,730 29,916
Other pension costs 96,460 56,050
2,516,319 1,212,920

The average number of employees during the year was as follows:
Period
22.2.24
Year Ended to
30.9.25 30.9.24

Direct staff 95 93

The average number of employees by undertakings that were proportionately consolidated during the year was 95 (2024 - 93 ) .

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

3. EMPLOYEES AND DIRECTORS - continued

Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Directors' remuneration - -
Directors' pension contributions to money purchase schemes - 32,000

4. OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Hire of plant and machinery 46,730 25,842
Depreciation - owned assets 230,926 118,835
Goodwill amortisation (6,658 ) (3,329 )
Auditors' remuneration 17,940 9,000

5. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Bank loan interest 222,103 125,042
HMRC settlement interest 52,078 90,852
274,181 215,894

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Current tax:
UK corporation tax 137,388 -
Corporation Tax adjust prev yr 160 (3,296 )
Total current tax 137,548 (3,296 )

Deferred tax 2,140 8,962
Tax on profit/(loss) 139,688 5,666

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

6. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Profit/(loss) before tax 420,590 (373,302 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

105,148

(93,326

)

Effects of:
Expenses not deductible for tax purposes 14,760 28,411
Depreciation on ineligible asset 42,318 14,762
Tax relating to previous period 160 681
Losses carried forward not provided for - 3,000
Utilisation of subsidiary losses since acquisition - 52,009
Other differences - 129
Utilisation of losses brought forward not previously provided (22,527 ) -
Change in CT rate (171 ) -
Total tax charge 139,688 5,666

Tax effects relating to effects of other comprehensive income

30.9.25
Gross Tax Net
£    £    £   
Reserves movement
transferred to profit and loss reserve 1,782 - 1,782
transferred from revaluation reserve (1,782 ) 445 (1,337 )
- 445 445

22.2.24 to 30.9.24
Gross Tax Net
£    £    £   
Reserves movement 89,105 (22,053 ) 67,052

7. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

8. DIVIDENDS
Period
22.2.24
Year Ended to
30.9.25 30.9.24
£    £   
Ordinary shares of £1 each
Interim 90,001 -
A Ordinary shares of £1 each
Interim 45,000 -
B Ordinary shares of £1 each
Interim 45,000 -
C Ordinary shares of £1 each
Interim 3,000 -
183,001 -

9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 October 2024
and 30 September 2025 (420,191 )
AMORTISATION
At 1 October 2024 (3,329 )
Amortisation for year (6,658 )
At 30 September 2025 (9,987 )
NET BOOK VALUE
At 30 September 2025 (410,204 )
At 30 September 2024 (416,862 )

10. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery Totals
£    £    £    £   
COST OR VALUATION
At 1 October 2024 5,998,147 85,817 704,752 6,788,716
Additions - - 35,216 35,216
At 30 September 2025 5,998,147 85,817 739,968 6,823,932
DEPRECIATION
At 1 October 2024 59,981 4,291 54,563 118,835
Charge for year 119,963 8,152 102,811 230,926
At 30 September 2025 179,944 12,443 157,374 349,761
NET BOOK VALUE
At 30 September 2025 5,818,203 73,374 582,594 6,474,171
At 30 September 2024 5,938,166 81,526 650,189 6,669,881

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

10. TANGIBLE FIXED ASSETS - continued

Group

Cost or valuation at 30 September 2025 is represented by:

Improvements
Freehold to Plant and
property property machinery Totals
£    £    £    £   
Valuation in 2024 89,105 - - 89,105
Cost 5,909,042 85,817 739,968 6,734,827
5,998,147 85,817 739,968 6,823,932

Company
Freehold
property
£   
COST OR VALUATION
At 1 October 2024
and 30 September 2025 660,000
DEPRECIATION
At 1 October 2024 6,600
Charge for year 13,200
At 30 September 2025 19,800
NET BOOK VALUE
At 30 September 2025 640,200
At 30 September 2024 653,400

Cost or valuation at 30 September 2025 is represented by:

Freehold
property
£   
Valuation in 2024 89,105
Cost 570,895
660,000

If freehold land and buildings had not been revalued they would have been included at the following historical cost:

30.9.25 30.9.24
£    £   
Cost 570,895 570,895

Value of land in freehold land and buildings 570,895 570,895

Freehold land and buildings were valued on an open market value basis on 31 March 2024 by Avison Young .

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 October 2024
and 30 September 2025 2,604,719
NET BOOK VALUE
At 30 September 2025 2,604,719
At 30 September 2024 2,604,719

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Yorklea Limited
Registered office:
Nature of business: Care Home
%
Class of shares: holding
Ordinary 100.00
30.9.25 30.9.24
£    £   
Aggregate capital and reserves 36,280 18,730
Profit/(loss) for the year/period 132,232 (179,986 )

Dove's Nest Limited
Registered office:
Nature of business: Care Home
%
Class of shares: holding
Ordinary 100.00
30.9.25 30.9.24
£    £   
Aggregate capital and reserves 2,115,444 2,500,589
Profit/(loss) for the year/period 275,722 (16,550 )


12. STOCKS

Group
30.9.25 30.9.24
£    £   
Stocks 4,200 4,200

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.9.25 30.9.24 30.9.25 30.9.24
£    £    £    £   
Trade debtors 226,766 292,826 - -
Amounts owed by associates 6,433 - - -
Other debtors - 33,305 - -
Directors' loan accounts - - - 1
Tax - 3,296 - -
Prepayments 25,055 25,055 - -
258,254 354,482 - 1

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.9.25 30.9.24 30.9.25 30.9.24
£    £    £    £   
Bank loans and overdrafts (see note 16) 230,000 185,738 - -
Trade creditors 112,169 118,092 - -
Credit Card 3,010 4,764 - -
Tax 137,388 - 542 -
Social security and other taxes 54,604 42,055 - -
Other creditors 100,624 60,000 100,000 60,000
Pension control 23,333 10,825 - -
Directors' loan accounts 1,872 1,871 - -
Accruals and deferred income 419,362 258,299 34,941 23,001
1,082,362 681,644 135,483 83,001

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
30.9.25 30.9.24 30.9.25 30.9.24
£    £    £    £   
Bank loans (see note 16) 3,070,176 3,281,027 - -
Amounts owed to associates 125,863 167,392 - -
Other creditors 1,224,604 1,543,604 1,224,604 1,543,604
4,420,643 4,992,023 1,224,604 1,543,604

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

16. LOANS

An analysis of the maturity of loans is given below:

Group
30.9.25 30.9.24
£    £   
Amounts falling due within one year or on demand:
Bank loans 230,000 185,738
Amounts falling due between one and two years:
Bank loans - 1-2 years 240,500 191,738
Amounts falling due between two and five years:
Bank loans - 2-5 years 687,249 610,715
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 2,142,427 2,478,574

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
30.9.25 30.9.24
£    £   
Within one year 124,295 125,892
Between one and five years 440,160 391,589
In more than five years 770,000 858,000
1,334,455 1,375,481

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
30.9.25 30.9.24
£    £   
Bank loans 3,300,176 3,466,765

The loans are secured by a legal charge and debenture as registered at Companies House.

19. PROVISIONS FOR LIABILITIES

Group Company
30.9.25 30.9.24 30.9.25 30.9.24
£    £    £    £   
Deferred tax
Accelerated capital allowances 73,850 78,711 - -
Tax losses carried forward - (7,001 ) - -
Other timing differences 234,954 235,399 21,608 22,053
308,804 307,109 21,608 22,053

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

19. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 October 2024 307,109
Provided during year (12,172 )
Credit to revaluation reserve 13,867
Balance at 30 September 2025 308,804

Company
Deferred
tax
£   
Balance at 1 October 2024 22,053
Debit to revaluation reserve (445 )
Balance at 30 September 2025 21,608

20. CALLED UP SHARE CAPITAL

During the previous period 1,000 ordinary £1 shares were issued at a premium.

21. RESERVES

Group
Merger
Retained relief Revaluation
earnings reserve reserve Totals
£    £    £    £   

At 1 October 2024 (378,300 ) 1,289,501 66,384 977,585
Profit for the year 280,902 280,902
Dividends (183,001 ) (183,001 )
Revaluation reserve transfer 1,782 - (1,782 ) -
Deferred tax on revaluation - - 445 445
At 30 September 2025 (278,617 ) 1,289,501 65,047 1,075,931

Company
Merger
Retained relief Revaluation
earnings reserve reserve Totals
£    £    £    £   

At 1 October 2024 270,595 1,289,501 66,384 1,626,480
Profit for the year 752,396 752,396
Dividends (183,001 ) (183,001 )
Revaluation reserve transfer 1,782 - (1,782 ) -
Deferred tax on revaluation - - 445 445
At 30 September 2025 841,772 1,289,501 65,047 2,196,320


Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

22. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the year the group made loans to its director amounting to £90,000 and repayments of £90,625 were received. The group owed the director £1,872 at the year end date.
No interest is charged on the loan and no security given, the loan is repayable on demand.

23. RELATED PARTY DISCLOSURES

During the year the group paid £11,000 (2024: £67,520) to the director in relation to property rental.

During the year the director's interest in the lease was transferred to the director's pension scheme. Following the transfer, rental payments of £33,000 were made to the pension scheme in relation to that interest.

24. POST BALANCE SHEET EVENTS

Following the year end date, but before the accounts were approved, the company acquired the entire issued share capital of Olea Care Limited and this company became a member of the group.

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

25. BUSINESS COMBINATIONS

The fair value of amounts recognised in relation to various acquisitions in the period to 30 September 2024 were as follows:

Acquisition of Dove's Nest Limited at 31st March 2024

Recognised amounts of identifiable assets acquired and liabilities assumed


Cost/Fair Value at
31st March 2024
£   
Fixed Assets
Tangible 5,012,283
FV Adjustment 724,372
5,736,655
Current Assets
Stocks 2,700
Debtors 171,150
Cash at bank and in hand 660,384
834,233
Total Assets 6,570,888

Creditors
Due within one year (187,893 )
Due after more than one year (3,354,880 )
Deferred Taxation (49,093 )
(3,591,866 )

Total identifiable net assets 2,979,022
Goodwill (442,017 )
Total Purchase Consideration 2,537,005
Consideration
£   
Cash 1,277,505
Equity Investments 1,259,500
Total purchase consideration 2,537,005

Cash Outflow on acquisition £   
Purchase consideration settled in cash, as above 1,259,500
Directly attributable costs 18,005
1,277,505
Less: Cash and cash equivalents acquired (660,384 )
Net cash outflow on acquisition 617,121

The results of Dove's Nest Limited in the period from acquisition to 30 September 2024 are as
follows:


Current period since
acquisition
£   
Turnover 1,538,115
Loss net of tax for the period since the acquisition (200,905 )

Olea Holdings Limited (Registered number: 15514113)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 September 2025

Acquisition of Yorklea Limited at 31st March 2024

Recognised amounts of identifiable assets acquired and liabilities assumed


Cost/fair value at 31st
March 2024
£   
Fixed Assets
Tangible 157,784
157,784
Current Assets
Stocks 1,450
Debtors 43,536
Cash at bank and in hand 92,155
137,141
Total Assets 294,925

Creditors
Due within one year (86,448 )
Due after more than one year (148,934 )
Deferred Taxation (13,655 )
(249,037 )

Total identifiable net assets 45,888
Goodwill 21,827
Total purchase consideration 67,715

Consideration
£   
Cash 36,715
Equity Investments 31,000
Total purchase consideration 67,715

Cash Outflow on acquisition £   
Purchase consideration settled in cash, as above 31,000

Directly attributable costs 5,715
36,715
Less: Cash and cash equivalents acquired (92,155 )
Net cash inflow on acquisition (55,441 )

The results of Yorklea Limited in the period from acquisition to 30 September 2024 are as
follows:


Current period since
acquisition
£   
Turnover 762,553
Loss net of tax for the period since acquisition (184,941 )