Registration number: 13882991

Project Bluebell (Topco) Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3 to 4
Statement of Directors' Responsibilities	5
Independent Auditor's Report	6 to 8
Consolidated Profit and Loss Account	9
Consolidated Balance Sheet	10
Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Notes to the Financial Statements	15 to 32

Project Bluebell (Topco) Limited

Company Information

Directors

T Hammond C L Smith

Registered office

Birchwood Forest Park Suite D Chadwick House Birchwood Park Warrington WA3 6AE

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Project Bluebell (Topco) Limited

Strategic Report for the Year Ended 31 October 2025

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

Principal activity

The principal activity of the group is the provision of residential and supported living care services.

The principal activity of the company is that of a holding company.

Fair review of the business

The directors and board of Blue Ribbon consider the financial position of the group at the end of the period to 31 October 2025 to be satisfactory.

The results for the period, which are set out in the profit and loss account:
• Turnover of £21,326,889 (2024 - £16,008,909)
• Operating profit of £262,524 (2024 - £320,708), which is after charging amortisation of goodwill in the amount of £2,006,791 (2024 - £1,701,627).

On 31 October 2025, the Blue Ribbon Group, which Project Bluebell (Topco) Limited is the ultimate parent company, had net liabilities of £10,853,576 (2024 - £7,985,207).

The Blue Ribbon Group had a successful year in 2025, driven by an increase in the number of people in our care during the period.

Blue Ribbon has continued to open new services in existing and adjacent geographies, in addition to the acquisition of Forevermore Care Group during the year. The Group continues to build its reputation for high quality care to the complex LD needs of the People we Support in bespoke, specialised environments. At the reporting date, the Group was operating 39 residential and supported living services.

Monthly management information includes key financial reporting metrics and Key Performance Indicators (“KPI’s”) that ensure robust monitoring of the operational and strategic performance of the business.

Principal risks and uncertainties

The management of the business and the execution of the Group strategy is open to some external market risk factors.

To mitigate these risks, Blue Ribbon is focused on building strong relationships with commissioning authorities and local health commissioning boards.

Approved by the Board on 2 July 2026 and signed on its behalf by:

C L Smith
Director

Project Bluebell (Topco) Limited

Directors' Report for the Year Ended 31 October 2025

The directors present their report and the for the year ended 31 October 2025.

Directors of the company

The directors who held office during the year were as follows:

T Hammond

C L Smith

T Willis (resigned 15 May 2025)

Employee involvement

We are committed to fostering an open and collaborative working environment where colleague feedback is actively encouraged and valued. Regular engagement initiatives, including our Group wide Ribbon Review surveys, provide employees with opportunities to share feedback on work related matters and contribute to the continuous improvement of the business.

In addition, we promote a monthly Workplace Experience Survey (Net Promoter Score) to measure colleague engagement, satisfaction, and advocacy across the Group. The insights gained from these surveys are reviewed carefully and used to inform actions that drive positive change, enhance the employee experience, and recognise areas of success across the organisation.

The Group remains focused on maintaining strong communication channels and ensuring colleagues feel heard, supported, and involved in the development of the business.

Employment of disabled persons

The Group is committed to providing equal opportunities for all employees and applicants and maintains a zero-tolerance approach to discrimination throughout recruitment and employment practices. Policies and procedures are designed to promote fairness, dignity, and respect for every individual, regardless of background or personal circumstances.

We are dedicated to fostering an inclusive workplace culture where diversity is valued and colleagues are supported to achieve their full potential. Fairness and equality are embedded across all people management processes, including recruitment, training, career development, and progression opportunities.

The Group also recognises the importance of making reasonable adjustments where appropriate to support employees with disabilities and to ensure an accessible and inclusive working environment for all.

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

Blue Ribbon’s offering is in the high acuity care market and hospital discharge. In the current landscape pricing needs to reflect affordability whilst recognising the stability providers need to invest quality and the support it provides. Blue Ribbon has a robust pricing structure committed to delivering high quality care at a fair cost.

Credit risk consists primarily of cash and trade receivables. Cash is deposited with major financial institutions and trade receivables risk is minimal given revenue is derived from public entities.

The Group finances its operations through cash generated from operations and external funding facilities.

Liquidity risk is managed through the preparation of annual, quarterly and monthly cash flows that include known cash commitments.

The Group has sufficient cash from operations and available facilities to fund these commitments.

Project Bluebell (Topco) Limited

Directors' Report for the Year Ended 31 October 2025

Future developments and strategy

Blue Ribbon will continue to focus on delivering outstanding care to existing and new people in our care within the higher acuity care market, driving the best possible outcomes for the people we support.

In addition, we anticipate accelerated growth of new service provision and development of high specification environments as Blue Ribbon expands its geographical and commissioner footprint.

Blue Ribbon will continue investing in its people, quality and systems, as well as a focus on building an experienced market leading executive leadership and management team to deliver our strategic plans.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 2 July 2026 and signed on its behalf by:

C L Smith
Director

Project Bluebell (Topco) Limited

Statement of Directors' Responsibilities

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

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

•	select suitable accounting policies and apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
•	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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Project Bluebell (Topco) Limited

Independent Auditor's Report to the Members of Project Bluebell (Topco) Limited

Opinion

We have audited the financial statements of Project Bluebell (Topco) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 the parent company's affairs as at 31 October 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 auditor 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter prescribed by the Companies Act 2006

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

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

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

Project Bluebell (Topco) Limited

Independent Auditor's Report to the Members of Project Bluebell (Topco) Limited

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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

•	reading minutes of meetings of those charged with governance.

Project Bluebell (Topco) Limited

Independent Auditor's Report to the Members of Project Bluebell (Topco) Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Stephanie Hayman (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

2 July 2026

Project Bluebell (Topco) Limited

Consolidated Profit and Loss Account for the Year Ended 31 October 2025

	Note	2025  £	2024  £
Turnover	3	21,326,889	16,008,909
Cost of sales		(14,475,066)	(10,025,030)
Gross profit		6,851,823	5,983,879
Administrative expenses		(6,589,807)	(5,668,189)
Other operating income	4	508	5,018
Operating profit	5	262,524	320,708
Other interest receivable and similar income	6	51,007	-
Interest payable and similar charges	7	(3,232,623)	(2,577,276)
Loss before tax		(2,919,092)	(2,256,568)
Taxation	11	40,722	(281,875)
Loss for the financial year		(2,878,370)	(2,538,443)
Profit/(loss) attributable to:
Owners of the company		(2,878,370)	(2,538,443)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

Project Bluebell (Topco) Limited

(Registration number: 13882991)
Consolidated Balance Sheet as at 31 October 2025

	Note	2025  £	2024  £
Fixed assets
Intangible assets	12	14,857,843	12,336,795
Tangible assets	14	10,669,133	4,554,396
		25,526,976	16,891,191
Current assets
Debtors	16	2,231,780	1,672,465
Cash at bank and in hand		2,499,948	1,387,828
		4,731,728	3,060,293
Creditors: Amounts falling due within one year	17	(10,351,957)	(8,436,071)
Net current liabilities		(5,620,229)	(5,375,778)
Total assets less current liabilities		19,906,747	11,515,413
Creditors: Amounts falling due after more than one year	17	(30,601,327)	(19,329,341)
Provisions for liabilities	11	(158,996)	(171,279)
Net liabilities		(10,853,576)	(7,985,207)
Capital and reserves
Called up share capital	20	973	968
Share premium reserve		274,532	264,536
Profit and loss account		(11,129,081)	(8,250,711)
Equity attributable to owners of the company		(10,853,576)	(7,985,207)
Total equity		(10,853,576)	(7,985,207)

Approved and authorised by the Board on 2 July 2026 and signed on its behalf by:
 

C L Smith
Director

Project Bluebell (Topco) Limited

(Registration number: 13882991)
Balance Sheet as at 31 October 2025

	Note	2025  £	2024  £
Fixed assets
Investments	15	2,951,641	2,951,641
Current assets
Debtors	16	2,410,002	2,370,005
Creditors: Amounts falling due within one year	17	(7,360,292)	(6,671,372)
Net current liabilities		(4,950,290)	(4,301,367)
Net liabilities		(1,998,649)	(1,349,726)
Capital and reserves
Called up share capital	20	973	968
Share premium reserve		274,532	264,536
Profit and loss account		(2,274,154)	(1,615,230)
Total equity		(1,998,649)	(1,349,726)

The company made a loss after tax for the financial year of £658,924 (2024 - loss of £608,709).

Approved and authorised by the Board on 2 July 2026 and signed on its behalf by:
 

C L Smith
Director

Project Bluebell (Topco) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2025
Equity attributable to the parent company

	Share capital £	Share premium £	Profit and loss account £	Total £
At 1 November 2024	968	264,536	(8,250,711)	(7,985,207)
Loss for the year	-	-	(2,878,370)	(2,878,370)
New share capital subscribed	5	9,996	-	10,001
At 31 October 2025	973	274,532	(11,129,081)	(10,853,576)