Company registration number 05940625 (England and Wales)
DIGNUS HEALTHCARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
DIGNUS HEALTHCARE LIMITED
COMPANY INFORMATION
DIRECTOR
Mr S S Sandhu
SECRETARY
Mr S S Sandhu
COMPANY NUMBER
05940625
REGISTERED OFFICE
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
AUDITOR
JW Hinks LLP
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
DIGNUS HEALTHCARE LIMITED
CONTENTS
PAGE
Strategic report
1 - 3
Director's report
4 - 5
Director's responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
DIGNUS HEALTHCARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 1 -

The director presents the strategic report for the twelve months ended 31 October 2025.

REVIEW OF THE BUSINESS

The principal activity of the c ompany during the financial period was the provision of specialist care and support services to individuals with learning disabilities, mental health conditions and other complex needs. The c ompany delivers person-centred care across residential and supported living services, supporting individuals to achieve greater independence, wellbeing and quality of life.

The c ompany is committed to delivering safe, effective and compassionate care whilst maintaining compliance with relevant regulatory standards and continuously improving service quality.

During the financial period, the company continued to operate in a challenging environment across the health and social care sector, with sustained demand for specialist services. The company focused on maintaining high standards of care, regulatory compliance and safeguarding, while continuing to invest in its workforce and service delivery.

The company’s performance has been generally in line with the director’s expectations for the period.

There has been no material change in the operation or the services offered.

The key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover and operating profit.

Turnover and operating profit of the company were as follows:

20 25 20 24

£ £

Turnover 1 8,128,715 1 5,497,876

Operating profit 3,556,190 2,152,734

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company include:

• recruitment and retention of suitably qualified employees;

• regulatory compliance and safeguarding requirements;

• inflationary pressures and cost escalation;

• funding arrangements with local authorities and integrated care systems;

• maintaining occupancy and service utilisation levels;

• cybersecurity and data protection risks;

The director regularly reviews these risks and maintains appropriate systems of internal control to mitigate their potential impact.

OTHER INFORMATION AND EXPLANATIONS

Climate-Related Matters

The company recognises that climate change presents both risks and opportunities, including potential impacts on operating costs, energy consumption and service continuity.

Although the company’s operations are not considered highly carbon intensive, it remains committed to reducing its environmental impact where practicable. Measures include improving energy efficiency across properties, reducing waste, increasing recycling, and considering environmental factors in procurement and capital investment decisions.

The company continues to monitor developments in climate-related regulation and reporting requirements. Climate-related risks are considered as part of the company’s risk management framework. Based on current assessment, these risks are not considered to have a material impact on the company’s going concern status over the foreseeable future.

DIGNUS HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 2 -

Engagement with Employees

The company employed 349 employees during the financial period. Employees are central to the delivery of high-quality care, and the company places significant importance on engagement, communication and development.

Employees are engaged through regular supervision, team meetings, appraisals, learning and development programmes and internal communications. Feedback is actively encouraged and used to improve service delivery and working practices. Dignus launched its Employee Forum during 2025.

The company is committed to providing a safe, supportive and inclusive working environment. Investment continues in recruitment, training, wellbeing and professional development to support retention and career progression.

Engagement with People we Support, Families and Commissioners

The company maintains regular engagement with people we support, their families, advocates, local authorities and NHS commissioning bodies. Feedback is obtained through care reviews, meetings, surveys and complaints procedures.

This feedback is used to drive continuous improvement in service quality and ensure that care remains responsive to individual needs and preferences. The company also maintains constructive relationships with regulators to ensure ongoing compliance and service quality.

Engagement with Suppliers

The company values its relationships with suppliers and seeks to maintain fair, transparent and collaborative partnerships.

Supplier performance is monitored in relation to quality, reliability and value for money. The company aims to ensure timely payment in accordance with agreed terms and engages with suppliers to support operational continuity and service quality.

Where appropriate, environmental and ethical considerations are taken into account in procurement decisions.

Disabled Employees

The company is committed to equality of opportunity for all employees and applicants for employment, including those with disabilities. Employment decisions are based on merit, qualifications and ability.

Applications from disabled persons are considered fairly and without discrimination. Where employees become disabled during employment, the company seeks to continue their employment wherever reasonably practicable, making appropriate adjustments, retraining or redeployment where required.

The company also aims to ensure that disabled employees have access to training, development and promotion opportunities on an equal basis with other employees, subject to reasonable adjustments where necessary.

Dignus is a Disability Confident employer.

Future Outlook

The director remains confident in the long-term demand for specialist care services and the company’s ability to continue delivering high-quality care.

Key priorities include maintaining service quality, supporting and developing the workforce, managing cost pressures, investing in facilities and systems, and ensuring ongoing compliance with regulatory requirements.

The company will continue to adapt to changes in the regulatory, economic and commissioning environment to ensure long-term sustainability.

SECTION 172 STATEMENT
Promoting the success of the company

The director has acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to the matters set out in section 172(1) of the Companies Act 2006.

In making decisions, the director considers the long-term consequences of actions, the interests of employees, people we support, commissioners, suppliers, regulators and the wider community. The director seeks to balance stakeholder needs with the long-term sustainability and financial stability of the company.

DIGNUS HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 3 -

On behalf of the board

Mr S S Sandhu
DIRECTOR
13 July 2026
DIGNUS HEALTHCARE LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 4 -

The director presents his annual report and financial statements for the year ended 31 October 2025.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the financial period was the provision of specialist care and support services to individuals with learning disabilities, mental health conditions and other complex needs. The Company delivers person-centred care across residential and supported living services, supporting individuals to achieve greater independence, wellbeing and quality of life.

The Company is committed to delivering safe, effective and compassionate care whilst maintaining compliance with relevant regulatory standards and continuously improving service quality.

RESULTS AND DIVIDENDS

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £200,000. The director does not recommend payment of a further dividend.

DIRECTOR

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

Mr S S Sandhu
DISABLED PERSONS

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. Dignus is recognised as a Disability Confident Committed employer.

EMPLOYEE INVOLVEMENT

The company's policy is to consult and discuss with employees, through meetings and written communication, matters likely to affect employees' interests.

Information about matters of concern to employees is given through an annual ‘Town Hall’, line manager briefings, a group newsletter and direct e-mails which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

The employees are fundamental to the delivery the company's plans. The health, safety and wellbeing of our employees is one of our primary considerations in the way we go about business.

AUDITOR

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

ENERGY AND CARBON REPORT

Dignus Healthcare Limited has not reported it's energy and carbon information as the information is included in the group report of the parent company.

STATEMENT OF DISCLOSURE TO AUDITOR

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

DIGNUS HEALTHCARE LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 5 -
On behalf of the board
Mr S S Sandhu
DIRECTOR
13 July 2026
DIGNUS HEALTHCARE LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 6 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

DIGNUS HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DIGNUS HEALTHCARE LIMITED
- 7 -
OPINION

We have audited the financial statements of Dignus Healthcare Limited (the 'company') for the year ended 31 October 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 October 2025 and of its profit for the year then ended;

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

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

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

OTHER INFORMATION

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

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

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

DIGNUS HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIGNUS HEALTHCARE LIMITED
- 8 -
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

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

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

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

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of director's remuneration specified by law are not made; or

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

RESPONSIBILITIES OF DIRECTOR

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has 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.

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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and discussed the policies and procedures regarding compliance.

Specific areas considered were as follows:

- Enquiring with management and others to gain an understanding of the organisation itself including operations, financial reporting and known fraud or error.

- Evaluating and understanding the internal control system.

- Performing analytical procedures as expected or unexpected variances in account balances or classes of transactions appear.

- Testing documentation supporting account balances or classes of transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected all irregularities including those leading to material misstatements in the financial statements or non-compliance with regulation, even though we have properly planned and performed our audit in accordance with auditing standards.

This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

DIGNUS HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIGNUS HEALTHCARE LIMITED
- 9 -
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.

JAMES CRUSE FCA, FCCA, BSC (ECON) HONS (SENIOR STATUTORY AUDITOR)
FOR AND ON BEHALF OF
JW HINKS LLP
JW Hinks LLP
CHARTERED ACCOUNTANTS
STATUTORY AUDITOR
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
13 July 2026
DIGNUS HEALTHCARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
- 10 -
2025
2024
Notes
£
£
TURNOVER
6
18,128,715
15,497,876
Cost of sales
(9,550,480)
(8,352,252)
GROSS PROFIT
8,578,235
7,145,624
Administrative expenses
(5,042,761)
(4,992,890)
Other operating income
20,716
-
0
OPERATING PROFIT
3
3,556,190
2,152,734
Interest receivable and similar income
7
36,822
28,971
Interest payable and similar expenses
8
(303,432)
(288,197)
PROFIT BEFORE TAXATION
3,289,580
1,893,508
Tax on profit
11
(1,012,409)
(513,402)
PROFIT FOR THE FINANCIAL YEAR
2,277,171
1,380,106

The profit and loss account has been prepared on the basis that all operations are continuing operations.

DIGNUS HEALTHCARE LIMITED
BALANCE SHEET
AS AT
31 OCTOBER 2025
31 October 2025
- 11 -
2025
2024
Notes
£
£
£
£
FIXED ASSETS
Intangible assets
12
-
0
-
0
Tangible assets
13
17,021,774
17,019,285
Investments
14
2
2
17,021,776
17,019,287
CURRENT ASSETS
Debtors
16
3,051,580
3,677,402
Cash at bank and in hand
3,703,865
2,154,915
6,755,445
5,832,317
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
17
(4,082,252)
(4,681,579)
NET CURRENT ASSETS
2,673,193
1,150,738
TOTAL ASSETS LESS CURRENT LIABILITIES
19,694,969
18,170,025
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
18
(4,590,435)
(5,302,662)
PROVISIONS FOR LIABILITIES
23
(416,000)
(256,000)
NET ASSETS
14,688,534
12,611,363
CAPITAL AND RESERVES
Called up share capital
22
100
100
Profit and loss reserves
14,688,434
12,611,263
TOTAL EQUITY
14,688,534
12,611,363
The financial statements were approved and signed by the director and authorised for issue on 13 July 2026
Mr S S Sandhu
DIRECTOR
COMPANY REGISTRATION NO. 05940625
DIGNUS HEALTHCARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
- 12 -
Share
Profit and loss
Total
capital
reserves
Notes
£
£
£
BALANCE AT 1 NOVEMBER 2023
100
11,431,157
11,431,257
YEAR ENDED 31 OCTOBER 2024:
Profit and total comprehensive income for the year
-
1,380,106
1,380,106
Dividends
10
-
(200,000)
(200,000)
BALANCE AT 31 OCTOBER 2024
100
12,611,263
12,611,363
YEAR ENDED 31 OCTOBER 2025:
Profit and total comprehensive income for the year
-
2,277,171
2,277,171
Dividends
10
-
(200,000)
(200,000)
BALANCE AT 31 OCTOBER 2025
100
14,688,434
14,688,534
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
- 13 -
1
ACCOUNTING POLICIES
COMPANY INFORMATION

Dignus Healthcare Limited is a company limited by shares incorporated in England and Wales. The registered office is 19 Highfield Road, Edgbaston, Birmingham, B15 3BH. The company operates from 10 Hatherton Road, Walsall, WS1 1XS.

1.1
BASIS OF PREPARATION

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

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

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

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

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Dignus Healthcare Limited is a wholly owned subsidiary of Dignus Group Limited and the results of Dignus Healthcare Limited are included in the consolidated financial statements of Dignus Group Limited which are available from their registered office, 19 Highfield Road, Edgbaston, Birmingham, B15 3BH.

1.2
GOING CONCERN

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
REVENUE

Turnover represents the value of care services provided to the individual.

Revenue from the service provided is only recognised when the care has been provided to the individual, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
INTANGIBLE FIXED ASSETS - GOODWILL

Goodwill, being the amount paid in connection with the acquisition of a business in 2008, is being amortised evenly over its estimated useful l life of ten years and is subject to annual impairment reviews.

DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 14 -
1.5
TANGIBLE FIXED ASSETS

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

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

Land and buildings Freehold
2% and 10% on cost. Land not depreciated.
Fixtures, fittings & equipment
15% on reducing balance
Computer equipment
33% on cost
Motor vehicles
25% on reducing balance

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

1.6
FIXED ASSET INVESTMENTS

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through income or expenditure if the shares are publicly traded or their fair value can otherwise be measured reliably.

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

1.7
IMPAIRMENT OF FIXED ASSETS

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

1.8
CASH AND CASH EQUIVALENTS

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

DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 15 -
1.9
FINANCIAL INSTRUMENTS

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

Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 16 -
Basic financial liabilities

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

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

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

Other financial liabilities

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

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
EQUITY INSTRUMENTS

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

1.11
TAXATION

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

Current tax

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

Deferred tax

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

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

DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 17 -
1.12
EMPLOYEE BENEFITS

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

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

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

1.13
RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.

1.14
LEASES
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

3
OPERATING PROFIT
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Depreciation of tangible fixed assets
660,515
652,907
Profit on disposal of tangible fixed assets
(217)
(21,171)
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 18 -
4
AUDITOR'S REMUNERATION
2025
2024
Fees payable to the company's auditor and associates:
£
£
FOR AUDIT SERVICES
Audit of the financial statements of the company
10,500
10,000
FOR OTHER SERVICES
Taxation compliance services
1,050
1,000
All other non-audit services
1,050
1,000
2,100
2,000
5
EMPLOYEES

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

2025
2024
Number
Number
Support and administration staff
349
355

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
10,579,089
9,348,615
Social security costs
1,049,335
848,302
Pension costs
284,767
266,800
11,913,191
10,463,717
6
TURNOVER AND OTHER REVENUE

An analysis of the company's turnover is as follows:

2025
2024
£
£
TURNOVER ANALYSED BY CLASS OF BUSINESS
Care for people with learning difficulties, mental health conditions and other complex needs
18,128,715
15,497,876
2025
2024
£
£
OTHER SIGNIFICANT REVENUE
Interest income
36,822
28,971
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 19 -
7
INTEREST RECEIVABLE AND SIMILAR INCOME
2025
2024
£
£
INTEREST INCOME
Interest on bank deposits
27,581
21,019
Other interest income
9,241
7,952
Total income
36,822
28,971
8
INTEREST PAYABLE AND SIMILAR EXPENSES
2025
2024
£
£
Interest on bank overdrafts and loans
303,297
285,416
Interest on finance leases and hire purchase contracts
135
2,781
303,432
288,197
9
DIRECTOR'S REMUNERATION
2025
2024
£
£
Remuneration for qualifying services
137,500
125,000
Company pension contributions to defined contribution schemes
40,000
40,000
177,500
165,000
10
DIVIDENDS
2025
2024
£
£
Final paid
200,000
200,000
11
TAXATION
2025
2024
£
£
CURRENT TAX
UK corporation tax on profits for the current period
867,283
348,186
Adjustments in respect of prior periods
(14,874)
(54,784)
Total current tax
852,409
293,402
DEFERRED TAX
Origination and reversal of timing differences
160,000
220,000
Total tax charge
1,012,409
513,402
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
11
TAXATION
(Continued)
- 20 -

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

2025
2024
£
£
Profit before taxation
3,289,580
1,893,508
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
822,395
473,377
Tax effect of expenses that are not deductible in determining taxable profit
615
(13,838)
Group relief
(21,563)
(27,717)
Other non-reversing timing differences
21,028
-
0
Other permanent differences
(2,620)
1,657
Under/(over) provided in prior years
(14,874)
(54,784)
Depreciation in excess of capital allowances
47,428
(85,293)
Deferred tax movement
160,000
220,000
Taxation charge for the year
1,012,409
513,402

12
INTANGIBLE FIXED ASSETS
Goodwill
£
COST
At 1 November 2024 and 31 October 2025
316,458
AMORTISATION AND IMPAIRMENT
At 1 November 2024 and 31 October 2025
316,458
CARRYING AMOUNT
At 31 October 2025
-
0
At 31 October 2024
-
0
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 21 -
13
TANGIBLE FIXED ASSETS
Land &
Fixtures &
Computer
Motor
buildings
fittings
equipment
vehicles
Total
£
£
£
£
£
COST
At 1 November 2024
19,980,852
958,623
307,314
607,617
21,854,406
Additions
493,457
103,684
44,184
56,007
697,332
Disposals
(33,995)
-
0
-
0
(7,500)
(41,495)
At 31 October 2025
20,440,314
1,062,307
351,498
656,124
22,510,243
DEPRECIATION AND IMPAIRMENT
At 1 November 2024
3,863,189
495,724
166,861
309,347
4,835,121
Depreciation charged in the year
445,864
72,373
79,280
62,998
660,515
Eliminated in respect of disposals
-
0
-
0
-
0
(7,167)
(7,167)
At 31 October 2025
4,309,053
568,097
246,141
365,178
5,488,469
CARRYING AMOUNT
At 31 October 2025
16,131,261
494,210
105,357
290,946
17,021,774
At 31 October 2024
16,117,663
462,899
140,453
298,270
17,019,285

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
51,292
24,022

Included in the cost of freehold property is freehold land of £1,393,038 (2024: £1,393,038) which is not depreciated.

14
FIXED ASSET INVESTMENTS
2025
2024
Notes
£
£
Investments in subsidiaries
15
2
2
MOVEMENTS IN FIXED ASSET INVESTMENTS
Shares in group undertakings
£
COST OR VALUATION
At 1 November 2024 & 31 October 2025
2
CARRYING AMOUNT
At 31 October 2025
2
At 31 October 2024
2
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 22 -
15
SUBSIDIARIES

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Dignus Support Limited
England
Ordinary
100.00
16
DEBTORS
2025
2024
AMOUNTS FALLING DUE WITHIN ONE YEAR:
£
£
Trade debtors
935,220
1,336,598
Corporation tax recoverable
-
0
227,150
Amounts owed by group undertakings
1,724,454
1,855,318
Other debtors
197,951
75,139
Prepayments and accrued income
193,955
183,197
3,051,580
3,677,402
17
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025
2024
Notes
£
£
Bank loans
20
721,025
1,381,092
Obligations under finance leases
19
15,323
6,152
Trade creditors
249,294
478,654
Amounts owed to group undertakings
-
0
306,005
Corporation tax
381,017
-
0
Other taxation and social security
251,573
221,817
Other creditors
1,474,254
1,335,741
Accruals and deferred income
989,766
952,118
4,082,252
4,681,579

The director considers that the carrying amount of trade payables approximates to their fair value.

18
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025
2024
Notes
£
£
Bank loans and overdrafts
20
4,568,685
5,289,424
Obligations under finance leases
19
21,750
13,238
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
18
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
(Continued)
- 23 -
4,590,435
5,302,662
Amounts included above which fall due after five years are as follows:
Payable by instalments
1,848,369
2,548,850
19
FINANCE LEASE OBLIGATIONS
2025
2024
Amounts due:
£
£
Within one year
15,323
6,152
After more than one year
21,750
13,238
37,073
19,390
2025
2024
Future minimum lease payments due:
£
£
Within one year
15,323
6,152
In two to five years
21,750
13,238
37,073
19,390

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

20
LOANS AND OVERDRAFTS
2025
2024
£
£
Bank loans
5,289,710
6,670,516
Payable within one year
721,025
1,381,092
Payable after one year
4,568,685
5,289,424

The bank loans are secured by various fixed and floating legal charges over the assets of the company.

DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 24 -
21
RETIREMENT BENEFIT SCHEMES
2025
2024
DEFINED CONTRIBUTION SCHEMES
£
£
Charge to profit or loss in respect of defined contribution schemes
284,767
266,800

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

22
SHARE CAPITAL
2025
2024
2025
2024
ORDINARY SHARE CAPITAL
Number
Number
£
£
ISSUED AND FULLY PAID
Ordinary of £1 each
100
100
100
100

23
DEFERRED TAXATION

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
BALANCES:
£
£
Accelerated capital allowances
416,000
256,000
2025
MOVEMENTS IN THE YEAR:
£
Liability at 1 November 2024
256,000
Charge to profit or loss
160,000
Liability at 31 October 2025
416,000

The deferred tax liability set out relates to accelerated capital allowances.

24
CAPITAL COMMITMENTS

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
-
480,851
DIGNUS HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 25 -
25
ULTIMATE CONTROLLING PARTY

The company is a subsidiary of Dignus Group Limited Limited, a company incorporated in England.

The consolidated financial statements of Dignus Group Limited are available from their registered office, 19 Highfield Road, Edgbaston, Birmingham, B15 3BH.

The company is under the ultimate control of Mr S S Sandhu.

26
RELATED PARTY TRANSACTIONS
REMUNERATION OF KEY MANAGEMENT PERSONNEL

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
515,600
490,600

The company has taken advantage of Section 33 of FRS102 (Related Party Disclosures), not to disclose related party transactions with wholly owned subsidiaries within the group.

Better & Better Residential Limited

Mr S S Sandhu is a director of both Better & Better Residential Limited and Dignus Healthcare Limited.

During the year, Better & Better Residential Limited charged management charges of £17,115 (2024: £17,115) to the company.

At the year end, an amount of £37,319 remained due to Dignus Healthcare Limited (2024: £23,049 due to Dignus Healthcare Limited).

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