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Registration number: 08157115

Bright Futures Care Limited
Annual Report and Financial Statements
for the Year Ended 31 October 2025

Bright Futures Care Limited

Contents

Company Information | 1
Strategic Report | 2 to 6
Directors' Report | 7
Statement of Directors' Responsibilities | 8
Independent Auditor's Report | 9 to 11
Profit and Loss Account | 12
Balance Sheet | 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 to 26

Bright Futures Care Limited

Company Information

Chairman | I J Anderson

Directors | R Russell M F Evans

Registered office | Asher House Barsbank Lane Lymm Warrington WA13 0ED

Bankers | Virgin Money UK PLC Strategic Finance Healthcare 48-50 Market Street Manchester M1 1PW

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Bright Futures Care Limited

Strategic Report for the Year Ended 31 October 2025

The directors are delighted to present their strategic report and the financial statements for the Company for the year ended 31 October 2025.
This report has been prepared in accordance with the requirements of Section 414 of the Companies Act 2006. The company’s independent auditor is required by law to report on whether the information given in the strategic report is consistent with the financial statements. The auditor’s report is set out on pages 9 to 11.

Principal activity

The principal activity of the company is the provision of highly specialist residential care and/or education for children and adults with autism, complex needs and learning disabilities.

Fair review of the business

Bright Futures' vision is to deliver great quality, specialist education and care to children and adults with learning disabilities, autism and associated complex needs in an increasing number of high-quality locations.
Our organisation has special strengths in:

• | Our transition offer. We are one of very few providers that offer specialist education as well as care, for children, young people, and adults. These wrap around services ensure the continuity sought by many people with learning disabilities and autism, and their loved ones.
• | Most people that we support are aged 5-25. We specialize in supporting individuals through life's big developmental and experiential milestones, so that they are ready to live successful adult lives.
• | We are ambitious for the people we support. Our aim is to empower, facilitate learning, and promote independence. We deliver this through our highly skilled and trained practitioners, who provide specialist support, in our high-quality environments.
• | We offer intensive and specialist education and care. Our levelled support and range of settings means that the intensity can be stepped up and down. As such people progress with Bright Futures and beyond.

Our Great Care Offer and Great Education Offer, both developed in-house, put the goals of the person being supported and/or educated, and the skills and knowledge that they need, front and centre. We provide specialist clinical and therapeutic input, so that children and adults get the right support to overcome life’s challenges. Our specialism means that people achieve the best possible life outcomes, and that everyone makes significant progress relative to their starting point and towards their individual goals. Our ongoing investment in digital ways of working also means we are building a scalable platform that can also maintain the quality and governance of our services as we grow.
We value our colleagues, and all our teams are trained to excellent standards. This, combined with our passion, pride and commitment to what we do, fosters an excellent culture and makes us a leading provider as evidenced by our “Good” or better Ofsted and CQC ratings.

We define ourselves by our values:

• | We Work Together - with the people we provide support and education to, with their families, with our community, with our commissioners. Together we are one team.
• | We Care - we have unwavering commitment to the people we provide support to. We offer specialist care, education and therapeutic support tailored to meet everyone’s needs.
• | We Learn & Grow - by listening, reflecting and learning we make changes to continuously improve what we do.
• | We are a Safe Pair of Hands - we understand how difficult it can be for families to place their loved one in a new school or in the care of others. With our open, calm and supportive approach we are by your side for the journey ahead.

Bright Futures Care Limited

Strategic Report for the Year Ended 31 October 2025

Locations
We lead our offer through two schools, six children’s homes and eighteen adults’ homes, supporting over 195 individuals. All our services are commissioned either from local authorities or health authorities across the United Kingdom.
Our residential care is provided in modern, family sized, homes. We are regulated either by Ofsted or the Care Quality Commission (CQC). All our homes are rated as 'Good' or 'Outstanding'.
Our education is provided in two schools, with high teacher to pupil ratios; both regulated by Ofsted and rated as 'Good' with some 'Outstanding' areas.
During the year we have opened a home for adults in Greater Manchester and an additional school campus, in the Liverpool City Region. These have proved popular, seeing high levels of demand for the available places. There are further homes and a school in development, across Greater Manchester and Yorkshire.

The key financial and non-financial performance indicators during the year were as follows:

• | Our turnover has increased to £42.0m (2024: £34.1m) reflecting the increased occupancy rate coupled with increased capacity added during 2024/25. However, we have also seen an increase in our direct costs arising from inflationary pressures and staffing costs. We remain a Real Living Wage payer. Additionally, in care we have invested significantly in a Skills Based Pay offering, which offers pay progression from newly appointed support worker, increasing with responsibility and qualifications, through to Deputy Manager. We have committed to increasing annual leave entitlement for care and support colleagues linked to length of service. Teachers’ salaries have been uplifted significantly, as have pension contributions. Whilst this has added cost to the business, we strongly believe it is important to drive our staff’s engagement and retention, which in turn will ensure the ongoing quality of our provisions.
• | We have evolved our KPI measures on both the financial and operational aspects of the business. They continue to be diligently monitored on a monthly basis and action is taken and resource allocated to ensure that quality remains high. To this end we have invested in direct roles including, education leadership, Positive Behaviour Support, clinical, and peripatetic practice leadership. These are critical to ensuring the specialist nature and quality of the care and education we provide is not diluted by our growth and ensuring that our fees are sufficient to be able to deliver this and offer value for money and measurable outcomes for our customers.

| Unit | 2025 | 2024
Turnover | £m | 42.0 | 34.1
Profit before tax | £m | 6.0 | 6.0
Net assets | £m | 31.9 | 26.6
Number of registered school places | # | 169 | 115
Number of registered residential places | # | 101 | 95

Our recruitment and career opportunities continue to strengthen, and as we grow, we are strengthening our reputation as an employer of choice. Our vacancy rate and use of agency staff is minimal and substantially lower than most other providers. Staff recruitment and retention will remain a key focus of the company as we continue to expand. Our annual staff and stakeholder engagement survey returned very pleasing results with an engagement score of 79% (7% higher than our sector benchmark). 77% would recommend Bright Futures as a great place to work (11% above the sector benchmark).
We note, as with all providers, that there are substantial inflationary pressures across both staffing and other costs. Our approach is to continue to work in partnership with Local Authorities and Integrated Care Systems commissioners to ensure that we offer value for money, whilst not compromising on the quality of the services we provide.
Over the course of the year, we have continued to ensure that the business is operated in a financially responsible way in accordance with our annual forecasting and we have adhered to the budget we set out for the year. A comprehensive budget has been set out for 2025/26 and there are no matters to report that give us concern on achieving these.

Bright Futures Care Limited

Strategic Report for the Year Ended 31 October 2025

Future outlook
There continues to be a national shortage of high quality / high acuity capacity in the care and education sectors, and there continues to be high demand. Our aim remains to work with commissioners to develop new services that provide great care and education.
We continue to invest in new specialist properties, personnel, processes, and digital platforms ensuring that we remain well positioned for future growth. We are working with commissioners to providing further capacity in adults’ care and education within the Northwest region and have opportunities to provide our specialist services in Yorkshire in the coming year.

Engagement with employees
During the year we have been actively engaged with our employees; we see this as critical to ensuring that we have high quality and engaged employees on our staff teams. We regularly meet with employees through our listening groups, as well as gaining feedback through our annual and periodic surveys.
Key information is shared with our employees through internal communication methods, including via an internal social media platform, through regular team briefings covering various topics, and via senior management attendance at sites. We regularly respond to feedback in the form of “You said. We did.”.
We were pleased to report that all our frontline employees are paid at least the Real Living Wage.
Employment of disabled employees
We employ a growing number of disabled people. We give full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled, making appropriate adjustments to the working environment where it is reasonable to do so. If an existing employee were to become disabled, we would continue, where practicable, to provide continuing employment under normal terms and conditions and provide training, career development, and promotion to disabled employees where appropriate.
Engagement with customers
Our primary customers are the Local Authorities (LAs) and Integrated Care Boards (ICBs). Each service, home and school, takes a collaborative approach to delivering a support and/or education package which is aligned to the young person’s / student's needs.
Engagement with suppliers
We welcome and engage local suppliers where possible and ensure that all companies that we do business with have great ethical values. Our suppliers understand and are sensitive to the environment they are working in and comply with the necessary checks needed to work in our homes and schools.
We work closely with our construction and development providers with regular meetings and updates.
We, as a company, take measures to prevent modern slavery and human trafficking and ensure this is carried through to our supply chains.
Our systems and controls ensure that all our suppliers are paid on time and accurately, encouraging a great relationship throughout, whether it is a one- off purchase or a continuing partnership.

Bright Futures Care Limited

Strategic Report for the Year Ended 31 October 2025

Community and other stake holders
We recognise the importance of wider stakeholder engagement in delivering our strategy and achieving sustainability within the business. Our main stakeholders are the people we support and students and their families, our employees, and the commissioners from Local Authorities or Integrated Care Systems.
It is critical to us that we make a positive contribution to the lives of the people we support and their families. But more than that, our contribution to the wider system is important to us.
In our care homes, as a provider for children and adults with complex needs, our approach shifts the focus from simply "managing" challenges to outcomes focused support, achieving positive long-term outcomes, such as independence and preparation for adulthood. This means that 85% of people who move on from our provisions are enabled to move forward and be supported with less intensive models of care. The impact we have on individuals’ progress is celebrated in regulator inspections and reports, including the good outstanding ratings that we continue to achieve.
As a specialist learning and development organisation; Oliver McGowan accredited, autism education trust licensed, as well as Positive Behaviour Support and Active Support experts. We are pleased to offer free training to local stakeholders such as healthcare professionals, parents, local SEND and mainstream schools and students in FE colleges and universities. By training external professionals, we elevate the standard of inclusive practice across local schools and healthcare settings. Also, by empowering parents with specialist strategies we foster a resilient local community where families feel equipped rather than isolated. This dual approach not only improves long-term outcomes for children and young people but also creates a more informed, empathetic system that treats neurodiversity as a collective priority.
We provide training and inreach support to mainstream and less intensive special school settings by directly embedding specialist expertise into their classroom environments. This approach is designed to transform the "universal offer" into a truly inclusive one, ensuring that students with Special Educational Needs and Disabilities (SEND) thrive alongside their peers without the immediate need for a statutory Education, Health, and Care Plan (EHCP).

Streamlined Energy and Carbon Reporting (SECR)
The company is a subsidiary undertaking and its energy and carbon information is included within the consolidated accounts and Strategic Report of a larger group, Clara Midco 1 Limited, which are drawn up as full consolidated audited accounts which are filed at Companies House. As a result, the company has not presented its own energy and carbon disclosures in these financial statements.

Bright Futures Care Limited

Strategic Report for the Year Ended 31 October 2025

Principal risks and uncertainties

The main risk to the company is the ongoing funding pressures across local government. We aim to build strong working relationships with all relevant commissioning bodies. We are committed to delivering the best possible outcomes for the individuals we support by maintaining our service quality and governance requirements but also delivering value for money for the authorities. We support individuals with intensive, high acuity needs and meeting these needs remains a high priority from commissioners and families. The risk is further mitigated by the breadth of commissioners we work with and this is monitored by the Board on a regular basis.
The services we provide are highly regulated, requiring significant governance and cost for the business to maintain. The quality of care and education provided to the individuals we support and compliance with regulations are continuously monitored by the Directors. All schemes having a minimum of “Good” overall rating with Ofsted or CQC again this year is a testament to the importance placed on this and the investment the business has made to maintain these standards.
Recruitment and retention of staff remains a key challenge for the care industry. As noted, we have actively looked to reduce both staff vacancy rates and agency usage to a minimum. We believe that initiatives such as continuing to pay the Real Living Wage, introducing skills based pay and awarding increased annual leave entitlements will help us recruit and retain staff. Thereby ensuring we maintain our service quality and delivering best possible value for money.
As with similar sized companies, the directors actively manage the company on a day-to-day basis so that when the above risks or others materialise, they can be addressed in a prompt and effective manner.

Approved by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Bright Futures Care Limited

Directors' Report for the Year Ended 31 October 2025

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

Director of the company

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

R Russell

I J Anderson - Chairman

The following director was appointed after the year end:

M F Evans (appointed 5 January 2026)

Financial instruments

Objectives and policies

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

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

The company is exposed to the usual credit and cash flow risk associated with selling on credit and manages this
through credit control procedures. The nature of its financing facilities as well and the boards’ ongoing review of business performance and projections means that price risk and liquidity risk are deemed manageable.
The company has sufficient resources available and the directors have prepared forecasts for the next 12 months
that this will continue to be the case. The directors therefore have a reasonable expectation that the company
has adequate resources to continue in operational existence for the foreseeable future and have continued to
adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditors

Each director has taken 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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Bright Futures Care Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

Bright Futures Care Limited

Independent Auditor's Report to the Members of Bright Futures Care Limited

Opinion

We have audited the financial statements of Bright Futures Care Limited (the 'company') for the year ended 31 October 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company'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.

Bright Futures Care Limited

Independent Auditor's Report to the Members of Bright Futures Care Limited

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.

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, 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 directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 8, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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 company’s industry and its control environment and reviewed the company’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 company 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 company’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.

Bright Futures Care Limited

Independent Auditor's Report to the Members of Bright Futures Care Limited

In common with all audits conducted in accordance with 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.

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.

Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

10 June 2026

Bright Futures Care Limited

Profit and Loss Account for the Year Ended 31 October 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 42,000,615 | 34,105,882
Cost of sales |  | (24,454,038) | (20,345,040)
Gross profit |  | 17,546,577 | 13,760,842
Administrative expenses |  | (10,537,884) | (7,209,570)
Exceptional items | 5 | (645,803) | (372,387)
Operating profit | 4 | 6,362,890 | 6,178,885
Other interest receivable and similar income | 6 | 21,783 | 150,405
Interest payable and similar charges | 7 | (409,808) | (286,654)
Profit before tax |  | 5,974,865 | 6,042,636
Taxation | 11 | (664,783) | (899,530)
Profit for the financial year |  | 5,310,082 | 5,143,106

The above results were derived from continuing operations.

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

Bright Futures Care Limited

(Registration number: 08157115)
Balance Sheet as at 31 October 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 107,808 | 215,608
Tangible assets | 13 | 31,899,986 | 25,422,118
Investments | 14 | 450,300 | 450,300
|  | 32,458,094 | 26,088,026
Current assets |  |  |
Debtors | 15 | 11,172,570 | 4,969,217
Cash at bank and in hand |  | 3,143,634 | 2,983,685
|  | 14,316,204 | 7,952,902
Creditors: Amounts falling due within one year | 16 | (12,139,247) | (5,534,745)
Net current assets |  | 2,176,957 | 2,418,157
Total assets less current liabilities |  | 34,635,051 | 28,506,183
Creditors: Amounts falling due after more than one year | 16 | (587,673) | (461,593)
Provisions for liabilities | 11 | (2,136,428) | (1,443,722)
Net assets |  | 31,910,950 | 26,600,868
Capital and reserves |  |  |
Called up share capital | 19 | 5,167,412 | 5,167,412
Retained earnings |  | 26,743,538 | 21,433,456
Shareholders' funds |  | 31,910,950 | 26,600,868

Approved and authorised by the Board on 10 June 2026 and signed on its behalf by:

R Russell
Director

Bright Futures Care Limited

Statement of Changes in Equity for the Year Ended 31 October 2025

| Share capital £ | Profit and loss account £ | Total £
At 1 November 2024 | 5,167,412 | 21,433,456 | 26,600,868
Profit for the year | - | 5,310,082 | 5,310,082
At 31 October 2025 | 5,167,412 | 26,743,538 | 31,910,950

| Share capital £ | Profit and loss account £ | Total £
At 1 November 2023 | 5,167,412 | 16,290,350 | 21,457,762
Profit for the year | - | 5,143,106 | 5,143,106
At 31 October 2024 | 5,167,412 | 21,433,456 | 26,600,868

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Asher House
Barsbank Lane
Lymm
Warrington
WA13 0ED

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in consolidated accounts for a larger group, Clara Midco 1 Limited, which are drawn up as full consolidated audited accounts which are filed at Companies House.

Name of parent of group

These financial statements are consolidated in the financial statements of Clara Midco 1 Limited and Clara Topco Limited.

The financial statements of Clara Midco 1 Limited and Clara Topco Limited may be obtained from Companies House. The financial statements of Clara Topco Limited may be obtained from Asher House, Barsbank Lane, Lymm, WA13 0ED upon written request to the Directors.

Group accounts not prepared

The company has taken exemption from preparing group accounts as it is included in consolidated accounts for a larger group, Clara Midco 1 Limited, which are drawn up as full consolidated audited accounts which are filed at Companies House.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold land and buildings - freehold property component | 2% straight line
Freehold land and buildings - fixtures and fittings component | 25% straight line
Freehold land and buildings - Mechanical and electrical services component | 10% straight line
Leasehold property improvements | 50% straight line
Fixtures, fittings and computer equipment | 33% straight line and 33% reducing balance
Motor vehicles | 25% straight line

The company has changed its freehold land and buildings accounting estimate from nil depreciation as they believe it more accurately reflects the carrying value of the freehold properties.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line over 10 years

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 3 | Revenue

The analysis of the company's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rendering of services | 41,965,652 | 34,101,392
Other revenue | 34,963 | 4,490
| 42,000,615 | 34,105,882

Other revenue within the current and prior year comprise of monies received from the Holiday Activity Fund and Education Skills Funding Agency.

| 4 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 2,537,273 | 782,675
Amortisation expense | 107,800 | 107,796
Operating lease expense - property | 112,825 | 104,920
Operating lease expense - other | 74,550 | 16,453

| 5 | Exceptional items

| 2025 £ | 2024 £
Exceptional expenses | 645,803 | 372,387

Exceptional items in the current year comprised one off legal and professional fees, termination fees, employee redundancy costs and aborted projects.
Exceptional items in the prior year comprised one off legal and professional fees, termination fees and employee redundancy costs.

| 6 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest receivable on loans from group undertakings | - | 127,945
Interest income on bank deposits | 21,783 | 22,460
| 21,783 | 150,405

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | - | 22,562
Interest on obligations under finance leases and hire purchase contracts | 69,380 | 72,819
Interest payable on loans from group undertakings | 340,428 | 191,273
| 409,808 | 286,654

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 21,630,789 | 18,329,170
Social security costs | 2,279,749 | 1,649,017
Pension costs, defined contribution scheme | 590,174 | 445,209
| 24,500,712 | 20,423,396

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Care and Education | 627 | 568
Administration and support | 39 | 35
| 666 | 603

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 260,577 | 500,801
Contributions paid to money purchase schemes | 5,400 | 13,042
| 265,977 | 513,843

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 2 | 4

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 168,318 | 166,073
Company contributions to money purchase pension schemes | 5,400 | 4,982
| 173,718 | 171,055

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 31,800 | 28,320
Other fees to auditors |  |
All other non-audit services | 23,400 | 24,360

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 11 | Taxation

Tax charged/(credited) in the profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax adjustment to prior periods | (27,923) | 5,419
Deferred taxation |  |
Arising from origination and reversal of timing differences | 692,706 | 894,111
Tax expense in the income statement | 664,783 | 899,530

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 5,974,865 | 6,042,636
Corporation tax at standard rate | 1,493,716 | 1,510,659
Effect of expense not deductible in determining taxable profit (tax loss) | 61,159 | 34,586
(Decrease)/increase in UK and foreign current tax from adjustment for prior periods | (27,923) | 5,419
Tax increase from effect of capital allowances and depreciation | 529,034 | 814,668
Tax decrease arising from group relief | (1,391,203) | (1,465,802)
Total tax charge | 664,783 | 899,530

Deferred tax

Deferred tax assets and liabilities

2025 | Liability £
Excess of taxation allowances over depreciation on fixed assets | 2,136,428
| 2,136,428

2024 | Liability £
Excess of taxation allowances over depreciation on fixed assets | 1,455,097
Short term timing differences | (11,375)
| 1,443,722

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 12 | Intangible assets

| Goodwill £
Cost
At 1 November 2024 and at 31 October 2025 | 1,470,000
Amortisation
At 1 November 2024 | 1,254,392
Amortisation charge | 107,800
At 31 October 2025 | 1,362,192
Carrying amount
At 31 October 2025 | 107,808
At 31 October 2024 | 215,608

| 13 | Tangible assets

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost
At 1 November 2024 | 23,805,905 | 2,617,638 | 1,870,538 | 28,294,081
Capital goods scheme adjustment | (252,030) | - | - | (252,030)
Additions | 8,909,799 | 494,515 | 618,923 | 10,023,237
Disposals | (690,170) | (89,879) | (155,092) | (935,141)
At 31 October 2025 | 31,773,504 | 3,022,274 | 2,334,369 | 37,130,147
Depreciation
At 1 November 2024 | 161,761 | 1,654,642 | 1,084,772 | 2,901,175
Charge for the year | 1,792,243 | 386,496 | 358,534 | 2,537,273
Eliminated on disposal | - | (89,454) | (118,833) | (208,287)
At 31 October 2025 | 1,954,004 | 1,951,684 | 1,324,473 | 5,230,161
Carrying amount
At 31 October 2025 | 29,819,500 | 1,070,590 | 1,009,896 | 31,899,986
At 31 October 2024 | 23,673,356 | 962,996 | 785,766 | 25,422,118

Following the change in requirements for VAT on the provision of education, the relevant parts of the Group have
registered for VAT and taken advantage of the ability to reclaim input VAT under the capital goods scheme. The resulting receipt has been treated as a reduction in the cost of the relevant assets.

Land and buildings
Included within the net book value of £29,819,500 (2024 - £23,673,356) is £29,775,647 (2024 - £23,656,939) in respect of freehold land and buildings and £43,853 (2024 - £16,417) in respect of leasehold improvements.
Hire purchase agreements
Included within the net book value of £31,899,986 (2024 - £25,422,118) is £1,009,896 (2024 - £785,766) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the period in respect of such assets amounted to £358,534 (2024 - £350,093).

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 14 | Investments in subsidiaries, joint ventures and associates

| 2025 £ | 2024 £
Investments in subsidiaries | 450,300 | 450,300

Subsidiaries | £
Cost and carrying amount
At 1 November 2024 and at 31 October 2025 | 450,300

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024

Subsidiary undertakings
Willow Tree Park Property Limited | England and Wales | Ordinary | 100% | 100%

Subsidiary undertakings
Willow Tree Park Property Limited The principal activity of Willow Tree Park Property Limited is the management of a property used by Bright Futures Care Limited.

| 15 | Debtors

| 2025 £ | 2024 £
Trade debtors | 3,655,507 | 2,689,873
Amounts owed by group undertakings | 6,461,552 | 1,488,622
Other debtors | 220,468 | 197,044
Prepayments | 835,043 | 593,678
| 11,172,570 | 4,969,217

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 16 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 17 | 418,954 | 308,478
Trade creditors |  | 585,392 | 479,825
Social security and other taxes |  | 669,222 | 435,112
Other creditors |  | 631,033 | 450,421
Accrued expenses |  | 1,769,121 | 1,431,781
Amounts owed to group undertakings |  | 6,140,428 | 1,137,764
Deferred income |  | 1,925,097 | 1,291,364
|  | 12,139,247 | 5,534,745
Due after one year |  |  |
Loans and borrowings | 17 | 587,673 | 461,593

| 17 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Hire purchase contracts | 418,954 | 308,478

Non-current loans and borrowings

| 2025 £ | 2024 £
Hire purchase contracts | 587,673 | 461,593

Finance lease liabilities are secured on the assets to which they relate.

| 18 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £590,174 (2024 - £445,209).

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 19 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 5,167,412 | 5,167,412 | 5,167,412 | 5,167,412

| 20 | Obligations under leases and hire purchase contracts

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 418,954 | 308,478
Later than one year and not later than five years | 587,673 | 461,593
| 1,006,627 | 770,071

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 218,065 | 95,438
Later than one year and not later than five years | 808,554 | 266,670
Later than five years | 560,000 | -
| 1,586,619 | 362,108

| 21 | Capital commitments

The total amount contracted for but not provided in the financial statements was £Nil (2024 - £956,426).
The capital commitments within the prior year relate to the purchase of motor vehicles on order and to building work commitments.

Bright Futures Care Limited

Notes to the Financial Statements for the Year Ended 31 October 2025

| 22 | Related party transactions

The company is exempt from disclosing transactions with other members within the group headed by Clara Topco Limited on the grounds that consolidated financial statements which include the company are publicly available.

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

| 23 | Parent and ultimate parent undertaking

The company's immediate parent is Project PT Bidco Limited, incorporated in England and Wales.
The ultimate controlling party is Charme Capital Partners Limited, a company registered in England and Wales.