Registration number: 14933280

Clara Midco 1 Limited

Contents

Clara Midco 1 Limited

Company Information

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

The directors are delighted to present their strategic report for the year ended 31 October 2025. The comparative period is from 13 June 2023 to 31 October 2024.

This report has been prepared in accordance with the requirements of Section 414 of the Companies Act 2006. The group’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 11 to 13.

Principal activity

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

Clara Midco 1 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 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.

Clara Midco 1 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.

Streamlined Energy and Carbon Reporting (SECR)

This report has been prepared in accordance with our regulatory obligation to report greenhouse gas emissions pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) regulations 2018, which implements the Government’s policy on Streamlined Energy and Carbon Reporting. For the financial year ending 31 October 2025 and calendar year ending 31 December 2025, Bright Futures Care Limited ("the group”) met the employee threshold of 250 or more and the balance sheet threshold of £18m or more.

This document presents the GHG emissions Inventory of the group occurring between 01/01/2025 to 31/12/2025. This is different to the financial year end of 31/10/2025 but aligns to the date range of other reports provided to investors and lenders of the group.

The greenhouse gas emissions for the group, reportable under SECR for the period 01/01/2025 to 31/12/2025, were 762 tCO2e. This figure includes all material Scope 1 and 2 emissions, plus Scope 3 emissions for waste and employees’ own vehicles used for business, as required to be disclosed by the legislation.

The following table provides a breakdown of the group’s GHG emissions between 01/01/2025 to 31/12/2025. Emissions were calculated using Greenhouse gas reporting: conversion factors 2025 (https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2025 ).

In accordance with the legislation an intensity ratio must be calculated, which expresses the business’ annual emissions in relation to a quantifiable factor or normaliser. As well as reporting the absolute emissions, the Group's GHG emissions are reported below on the metrics of tons of CO2 equivalent per FTE employee (average number of FTE based on an overall average of FTE at the end of each month).

The intensity metric for 2025 is as follows: 1.17 tCO2e per FTE employee. Our base year was 1.26 tCO2e per FTE employee and prior year 1.25. This ratio enables the impact of changes in the estate to be reflected in the reporting over time. Note that 2024 Staff Vehicles has been restated from 67 tCO2e to 17 tCO2e, due to an error in approximating kilometres from accounting data.

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Target and Baselines

The business recognises that it has a responsibility to minimise the impact its employees and activities have on the environment. We teach our children and young people in our care to understand the influence and responsibility that they have towards the environment today and in the future, and in turn they set environmental targets for the group to support. Our schools are registered Eco-Schools.

The Group's objective is to maintain or reduce its GHG emissions per year as measured by the intensity metric.

The business undertook the following energy efficiency activities during the financial year:
 

Electricity Consumption and Emissions
 

Location based emissions

Market based emissions

Renewable Energy Procurement Statement

Clara Midco 1 Limited

Strategic Report for the Year Ended 31 October 2025

Section 172(1) statement

We, as directors, are required to act in accordance with the duties detailed in section 172 of the Companies Act 2007, which are summarised as follows:

A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefits of its members as a whole, and in doing so have regard (amongst others) to:

• the likely consequence of any decision in the long term

• the interest of the company’s employees

• the need to foster the company’s business relationships with suppliers, customer and others

• the impact of the company’s operations on the community and the environment

• the desirability of the company maintaining a reputation for high standards of business conduct and;

• the need to act fairly between members of the company.

Along with the points noted in the fair business review, the statement below sets out how we have acted in accordance with these duties.

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 persons

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.

Clara Midco 1 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).

Non-financial and sustainability information

Principal risks and uncertainties

The main risk to the group 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. This 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

Clara Midco 1 Limited

Directors' Report for the Year Ended 31 October 2025

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

Directors of the company

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

R Russell

F Churtichaga

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 group 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.

Directors' liabilities

Going concern

The financial statements have been prepared on the going concern basis as the directors have prepared detailed budgets for a period of at least 12 months from the date of signing the accounts which show that the group is expected to be able to meet all its liabilities as they fall due.

Disclosure of information to the auditor

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

Clara Midco 1 Limited

Statement of Directors' Responsibilities

Clara Midco 1 Limited

Independent Auditor's Report to the Members of Clara Midco 1 Limited

Opinion

We have audited the financial statements of Clara Midco 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

We have nothing to report in this regard.

Clara Midco 1 Limited

Independent Auditor's Report to the Members of Clara Midco 1 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:

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor 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.

Clara Midco 1 Limited

Independent Auditor's Report to the Members of Clara Midco 1 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:

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

Clara Midco 1 Limited

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

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

Clara Midco 1 Limited

(Registration number: 14933280)
Consolidated Balance Sheet as at 31 October 2025

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

R Russell
Director

Clara Midco 1 Limited

(Registration number: 14933280)
Balance Sheet as at 31 October 2025

The company made a loss after tax for the financial year of £- (2024 - loss of £-).

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

R Russell
Director

Clara Midco 1 Limited

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