REGISTERED NUMBER: 14872456 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

SILVER CLINICS UK TOPCO LIMITED

Page

Group Strategic Report

1

Report of the Directors

3

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

INTRODUCTION

The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006. This Strategic Report has been prepared for Silver Clinics UK Topco Limited ("the group" and "the company") as a whole and therefore gives greater emphasis to those matters which are significant to Silver Clinics UK Topco Limited and its subsidiary undertakings when viewed as a whole. Silver Clinics UK Topco Limited was incorporated during the previous period and became the group holding company of the enlarged group on 9th August 2023 when the group was acquired by new shareholders. The Private Clinic Group Limited ("TPC") is a 100% owned subsidiary of the group through which the majority of trading is transacted.

PRINCIPAL ACTIVITY

The principal activity of the group is a broad range of medical and cosmetic, invasive and non-invasive, treatments. The principal activity of the company is that of a holding company.

FAIR REVIEW OF THE BUSINESS

The group has gained a strong market position and a sustainable competitive advantage from operating a strategically located chain of premium clinics performing medical treatments and procedures locally.

Patient safety and satisfaction are central to the strategy of the group. The broad medical team is made of high calibre doctors, established consultants and qualified nurses, who are attracted to the business by The Private Clinic's untarnished reputation, built around trust and ethical marketing.

TPC is a market-leading provider of a comprehensive range of treatments in the UK with a strong framework to which other businesses, both surgical and non-invasive, can be added.

Patient satisfaction is a priority, and this is derived from delivering the highest level of customer care with an uncompromised focus on safety and expertise from our medical professionals and support staff within the clinics. The facilities have been continually improved to both comply with the Care Quality Commission ("CQC") standards and to provide an environment of the highest quality to meet the needs of the TPC premium patients. All clinics assessed by the CQC have attained an overall score of ‘Good’ with ‘Outstanding' in a specific area at one clinic.

The key performance indicators ("KPIs") used by management to assess and measure business success include revenue, operating profit and adjusted EBITDA (earnings before interest, tax, depreciation, amortisation and non-recurring items).

Revenues for the year to 31 March 2025 ("FY25") were £26.4m compared to the previous period ("FY24") of £18.8m whilst adjusted EBITDA for FY25 was £0.2m compared to £3.2m in FY24. Operating loss of £7.6m for FY25 compared to £19.9m in FY24.

Revenues and profitability for the group were negatively impacted by the global inflationary pressures and resulting increased interest rates.

Adjusted EBITDA is the principal measure of performance, which has decreased from £3.2m in FY24 to £0.2m in FY25 as a result of continuation of the trading headwinds noted above.

The table below shows EBITDA of £0.2m after the adjustments to the loss reported in the P&L of £9.2m have been applied.

FY25

FY24

£'000

£'000

Loss for the financial year before taxation

(9,225

)

(20,808

)

Add back:

Goodwill impaired

471

14,856

Interest

1,604

953

Amortisation

2,807

3,285

Depreciation

1,204

742

Non-recurring transactions:

Exceptional items

2,979

1,748

Restructuring and rationalisations

-

70

Transactions costs for the sale of the group

-

2,168

Other non-recurring costs

396

194

Adjusted EBITDA

236

3,208

The other non-recurring costs relate to a number of consultancy costs and exceptional non-recurring salary costs.

In terms of non-financial KPIs, regular quality meetings are held for each doctor to monitor customer satisfaction. Patient safety is inherent in everything the group does to ensure high standards are maintained.

FUTURE DEVELOPMENT

The group anticipate further operational integration of the acquired businesses coupled with improvements in operating efficiencies to reduce the group's cost base. In addition directors will look to strengthen the group's position in the non-invasive UK market whilst also providing opportunity to cross sell other treatments. The market for both surgical and non-surgical activities has weakened and the directors are considering a number of actions to mitigate this, including tighter cost control and spend management. The investors continue to work closely with the management team to support them in their activities.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's strategy is to follow an appropriate risk policy which effectively manages exposure related to the achievement of business objectives. The key risks which management face are detailed as follows.

Business performance risk

Business performance risk is the risk that the group may not perform as expected either due to internal factors or external threats including competitive pressures in the markets in which they operate or from other external events. Economic downturn from macro-economic events resulting in reduction of consumer spending powers may have direct impact on the revenue achieved by the group. This risk is managed through a number of measures: authorisation of purchases and capital commitments, ensuring the appropriate management team is in place, budget and business planning, monthly reporting and variance analysis, financial controls, key performance indicators, and regular forecasting.

Patients' care and health and safety risk

The group, as any other business involved in provision of medical services, recognises the risk of avoidable

death of, or a serious injury to a patient. TPC works with the Care Quality Commission to ensure the highest standards of care and facilities are provided and maintained. These risks are managed by the company through the strong promotion of a health and safety culture, well defined clinical policies and procedures and health and safety policies, together with training programmes for staff. Clinical audits are carried out regularly to encourage continued quality improvement.

Employee development

Long-term growth of the business depends on the group's ability to retain and attract personnel of high quality. This risk is managed through development plans which are regularly reviewed and updated. These are accompanied by specific policies in areas such as training, management development and performance management.

ON BEHALF OF THE BOARD:

F Roni - Director

22 May 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

POST BALANCE SHEET EVENTS

As a result of the trading issues faced by the group, as described in the strategic report, further share capital was issued to the shareholders to provide working capital as follows:

30 April 2025 - 1,500,000 A ordinary shares of £1 issued at par;

20 May 2025 - 400,000 A ordinary shares of £1 issued at par;

25 June 2025 - 600,000 A ordinary shares of £1 issued at par;

17 July 2025 - 800,000 A ordinary shares of £1 issued at par;

4 August 2025 - 1,000,000 A ordinary shares of £1 issued at par;

17 October 2025 - 700,000 A ordinary shares of £1 issued at par; and

27 November 2025 - 300,883 A ordinary shares of £1 issued at par.

On 31 March 2026, as part of a group reorganisation undertaken to facilitate amendments to the group's existing financing arrangements with Oaknorth Bank plc, the entire issued share capital of Tracie Giles Limited and River Aesthetics Group Limited was transferred from TPC Group Limited to Silver Clinics UK Bidco 2 Limited, a newly-incorporated company controlled by the same ultimate controlling party as that of the current existing group. The aggregate consideration (net of bank debt) of £4.234m was satisfied by the issue of a promissory loan note. In conjunction with the share transfer, £2.3m of the group's bank debt was novated from Silver Clinics UK Bidco Limited to Silver Clinics UK Bidco 2 Limited. The reorganisation does not change the ultimate ownership of the underlying trading entities.

Please refer to 'Going concern' below for details of the restructuring of the group's debt subsequent to the balance sheet date.

DIRECTORS

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

A Binello

W Ricciotti

F Roni

GOING CONCERN

During the year the group made a loss of £9.5m and the net outflow of cash during the period was £37k. At the balance sheet date the group had net liabilities of £1m and net current liabilities of £16.2m.

Following the sale of The Private Clinic Group Limited to the Group headed by Silver Clinics UK Topco Limited in August 2023, the Group entered into new banking facilities totalling £13.3m, which included quarterly financial covenant testing from December 2023. Trading performance since the balance sheet date continued to be affected by macro economic pressures, including inflation and reduced consumer spending, which placed pressure on covenant compliance.

During the year ended 31 March 2025, the Group breached certain covenants under the existing facility. As a result, the Group entered into negotiations with its lender which resulted in a refinancing of the Group's outstanding loans totalling £12.9m, with revised covenants and repayment terms.

As part of this negotiation, all covenant breaches occurring after 31 March 2024 were formally waived by the lender. Under the terms of the refinancing, the majority investor agreed to provide financial support, including a £3.2m equity injection between January and September 2026 and a £2.3m repayment of the term loan, reducing interest costs and strengthening liquidity.

The directors have reviewed detailed forecasts and cash flow projections through to 31 May 2027, incorporating actual results to January 2026 and updated assumptions based on the latest trading run rate. These forecasts indicate that the Group is expected to maintain adequate liquidity throughout the going concern assessment period and to comply with the revised covenant requirements. The revised facility includes a minimum liquidity requirement of £50,000, with covenant testing commencing from September 2026. A sensitivity analysis has been performed, including a scenario with a 10% reduction in forecast sales. Under this downside scenario, the Group continues to meet covenant requirements, although with limited headroom in the quarters ending September and December 2026. Management has identified mitigating actions, including reductions in discretionary marketing spend, pausing planned pay increases, and adjusting bonus provisions, which can be implemented if required.

The majority investor has provided a formal letter of support, confirming its intention and ability to provide financial assistance as required to ensure the Group maintains sufficient liquidity and complies with its banking covenants for a period of at least twelve months from the date of approval of these financial statements. The directors are satisfied with the investor's commitment and financial capacity to provide this support. After making enquiries and considering the matters described above, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis.

FINANCIAL RISK AND MANAGEMENT OBJECTIVES

Objectives and policies

The group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk.

Cash flow risk

The group's activities expose it primarily to the financial risks of changes in interest rates. The potential risk from the movement in interest rates is monitored by management and the Board.

Credit risk

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties. Credit risk from trade debtors is low as customers pay in advance.

Liquidity risk

The company manages any liquidity risk through the maintenance of positive cash balances and by ensuring sufficient funds are available to meet amounts due and negotiating credit terms.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

Third-party directors and officers' insurance, a qualifying third-party indemnity provision, was provided for all directors and officers of the company during the year and at the date of approval of the financial statements under a policy in the name of the company.

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

Galloways Accounting was appointed as auditor during the period and has expressed their willingness to continue in office. A resolution proposing their reappointment will be put to the members at the Annual General Meeting.

ON BEHALF OF THE BOARD:

F Roni - Director

22 May 2026

Opinion

We have audited the financial statements of Silver Clinics UK Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of 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 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 31 March 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

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 five, 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.

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:

Based on our understanding of the company and industry, we considered the risk of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed included:

-

Enquiry of management whether there were instances of non-compliance with laws and regulation or fraud;

-

Review of legal expenses for evidence of fees relating to non-compliance;

-

Review of the impairment provision estimate to ensure it is not influenced by management bias;

-

Review of non-routine journal entries, non-sales bank receipts and non-purchase bank payments for unusual accounting entries; and

-

Substantive occurrence procedures to confirm that revenue is valid and accurate.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

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

Christian Heeger BSc BFP FCA (Senior Statutory Auditor)

for and on behalf of Galloways Accounting

Statutory Auditors

15 West Street

Brighton

East Sussex

BN1 2RL

22 May 2026

TURNOVER

4

26,384,030

18,761,215

Cost of sales

(12,904,523

)

(9,637,410

)

GROSS PROFIT

13,479,507

9,123,805

Administrative expenses

(21,101,004

)

(28,984,854

)

OPERATING LOSS

6

(7,621,497

)

(19,861,049

)

Interest receivable and similar income

-

6,386

(7,621,497

)

(19,854,663

)

Interest payable and similar expenses

9

(1,603,554

)

(952,968

)

LOSS BEFORE TAXATION

(9,225,051

)

(20,807,631

)

Tax on loss

10

(319,274

)

295,340

LOSS FOR THE FINANCIAL YEAR

(9,544,325

)

(20,512,291

)

FIXED ASSETS

Intangible assets

13

13,538,016

16,323,687

Tangible assets

14

2,910,914

2,832,937

Investments

15

-

-

16,448,930

19,156,624

CURRENT ASSETS

Stocks

16

755,307

794,448

Debtors

17

2,531,890

2,917,048

Cash at bank and in hand

483,768

521,064

3,770,965

4,232,560

CREDITORS

Amounts falling due within one year

18

19,929,301

7,137,188

NET CURRENT LIABILITIES

(16,158,336

)

(2,904,628

)

TOTAL ASSETS LESS CURRENT LIABILITIES

290,594

16,251,996

CREDITORS

Amounts falling due after more than one year

19

(931,131

)

(13,202,137

)

PROVISIONS FOR LIABILITIES

22

(354,216

)

(30,239

)

NET (LIABILITIES)/ASSETS

(994,753

)

3,019,620

CAPITAL AND RESERVES

Called up share capital

23

29,046,913

23,531,911

Share premium

14,950

-

Retained earnings

(30,056,616

)

(20,512,291

)

(994,753

)

3,019,620

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

F Roni - Director

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

-

-

Investments

15

14,831,730

9,317,378

14,831,730

9,317,378

CURRENT ASSETS

Debtors

17

15,600

-

CREDITORS

Amounts falling due within one year

18

43,500

-

NET CURRENT LIABILITIES

(27,900

)

-

TOTAL ASSETS LESS CURRENT LIABILITIES

14,803,830

9,317,378

CAPITAL AND RESERVES

Called up share capital

23

29,046,913

23,531,911

Share premium

14,950

-

Retained earnings

(14,258,033

)

(14,214,533

)

14,803,830

9,317,378

Company's loss for the financial year

(43,500

)

(14,214,533

)

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

F Roni - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Deficit for the period

-

(20,545,500

)

-

(20,545,500

)

Total comprehensive income

-

(20,545,500

)

-

(20,545,500

)

Issue of share capital

23,531,911

-

-

23,531,911

Balance at 31 March 2024

23,531,911

(20,545,500

)

-

2,986,411

Prior year adjustment

-

33,209

-

33,209

As restated

23,531,911

(20,512,291

)

-

3,019,620

Changes in equity

Deficit for the year

-

(9,544,325

)

-

(9,544,325

)

Total comprehensive income

-

(9,544,325

)

-

(9,544,325

)

Issue of share capital

5,515,002

-

14,950

5,529,952

Balance at 31 March 2025

29,046,913

(30,056,616

)

14,950

(994,753

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

23,531,911

-

-

23,531,911

Total comprehensive income

-

(14,214,533

)

-

(14,214,533

)

Balance at 31 March 2024

23,531,911

(14,214,533

)

-

9,317,378

Changes in equity

Issue of share capital

5,515,002

-

14,950

5,529,952

Total comprehensive income

-

(43,500

)

-

(43,500

)

Balance at 31 March 2025

29,046,913

(14,258,033

)

14,950

14,803,830

Cash flows from operating activities

Cash generated from operations

28

(2,667,030

)

(1,579,476

)

Tax paid

(266,041

)

244,606

Net cash from operating activities

(2,933,071

)

(1,334,870

)

Cash flows from investing activities

Purchase of intangible fixed assets

(21,590

)

-

Purchase of tangible fixed assets

(836,454

)

(948,635

)

Sale of tangible fixed assets

21,397

-

Business combinations

(506,120

)

(32,082,055

)

Interest received

-

6,386

Net cash from investing activities

(1,342,767

)

(33,024,304

)

Cash flows from financing activities

New loans in year

508,387

13,356,975

Loan repayments in year

-

(1,030,000

)

Interest paid

(1,603,554

)

(952,968

)

Capital repayments in year

-

(25,680

)

Share issue

5,529,952

23,531,911

HP repaid

(196,243

)

-

Net cash from financing activities

4,238,542

34,880,238

(Decrease)/increase in cash and cash equivalents

(37,296

)

521,064

Cash and cash equivalents at beginning of year

29

521,064

-

Cash and cash equivalents at end of year

29

483,768

521,064

1.	STATUTORY INFORMATION

Silver Clinics UK Topco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

14872456

Registered Office:

16 Albemarle Street

London

United Kingdom

W1S 4HW

Main Place of Business:

98 Harley Street

London

United Kingdom

W1G 7HZ

The presentation currency of the financial statements is the Pound Sterling (£).

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.

The comparative period covers 10.5 months, whereas the current financial period covers a full 12 months. The shorter comparative period reflects the company’s first accounting period following incorporation. As a result, the two periods are not directly comparable.

Financial Reporting Standard 102 - reduced disclosure exemptions

The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

•

the requirements of Section 7 Statement of Cash Flows

•

the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

•

the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of Section 33 Related Party Disclosures paragraph 33.7.

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Going concern

During the year the group made a loss of £9.5m and the net outflow of cash during the period was £37k. At the balance sheet date the group had net liabilities of £1m and net current liabilities of £16.2m.

Following the sale of The Private Clinic Group Limited to the Group headed by Silver Clinics UK Topco Limited in August 2023, the Group entered into new banking facilities totalling £13.3m, which included quarterly financial covenant testing from December 2023. Trading performance since the balance sheet date continued to be affected by macro economic pressures, including inflation and reduced consumer spending, which placed pressure on covenant compliance.

During the year ended 31 March 2025, the Group breached certain covenants under the existing facility. As a result, the Group entered into negotiations with its lender which resulted in a refinancing of the Group's outstanding loans totalling £12.9m, with revised covenants and repayment terms.

As part of this negotiation, all covenant breaches occurring after 31 March 2024 were formally waived by the lender. Under the terms of the refinancing, the majority investor agreed to provide financial support, including a £3.2m equity injection between January and September 2026 and a £2.3m repayment of the term loan, reducing interest costs and strengthening liquidity.

The directors have reviewed detailed forecasts and cash flow projections through to 31 May 2027, incorporating actual results to January 2026 and updated assumptions based on the latest trading run rate. These forecasts indicate that the Group is expected to maintain adequate liquidity throughout the going concern assessment period and to comply with the revised covenant requirements. The revised facility includes a minimum liquidity requirement of £50,000, with covenant testing commencing from September 2026. A sensitivity analysis has been performed, including a scenario with a 10% reduction in forecast sales. Under this downside scenario, the Group continues to meet covenant requirements, although with limited headroom in the quarters ending September and December 2026. Management has identified mitigating actions, including reductions in discretionary marketing spend, pausing planned pay increases, and adjusting bonus provisions, which can be implemented if required.

The majority investor has provided a formal letter of support, confirming its intention and ability to provide financial assistance as required to ensure the Group maintains sufficient liquidity and complies with its banking covenants for a period of at least twelve months from the date of approval of these financial statements. The directors are satisfied with the investor's commitment and financial capacity to provide this support. After making enquiries and considering the matters described above, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis.

Turnover

Turnover is stated net of value added tax and discounts. Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group's activities. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year and recognised on performance of the service when the treatment is performed. Retail sales are by cash, credit or debit card and website sales by credit or debit card, with revenue recognised on the sale of the product once it is in the possession of the customer.

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life (7 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.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

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

life.

Leasehold improvements

- 10% straight line

Plant and machinery

- 20% straight line

Fixtures and fittings

- 20% straight line

Computer equipment

- 33% straight line

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Financial instruments

The group has elected to apply the provisions of Section 11 "Basic Financial Instruments" of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other receivables due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.

Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined, the group’s incremental borrowing rate is used.

Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.

Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

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.

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

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.