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

At the start of the financial year, the group divested two underperforming, externally leased facilities to maximise operational and financial sustainability, following a comprehensive strategic review of the operational estate completed in the prior period.

Simultaneously, occupancy rates have maintained a positive trajectory, returning to pre-pandemic levels despite ongoing macroeconomic headwinds such as escalating staffing costs and overheads.

Modernising business infrastructure also remains a core area of focus, with the group maintaining continuous investment in digital innovation, IT, and the senior leadership team.

Environmental, Social and Governance (ESG) Commitment

The group is committed to delivering positive social outcomes within the communities it serves, particularly in the North West.

Social: The group supports local employment and career development, supplemented by international recruitment efforts to address sector-wide workforce pressures.

Environmental: Management is currently reviewing efficiency opportunities across the estate, with a focus on sustainable procurement and energy usage.

Governance: Risk and sustainability are reviewed at the board level to ensure organizational resilience and transparency.

Future developments

The group's strategy for expansion is balancing organic development with strategic acquisitions. Historically, the group has excelled at taking over underperforming care homes and converting them into sustainable, high-performing facilities. Looking ahead, development plans are underway to establish additional units for Mental Health and Substance misuse. Furthermore, as current portfolio assets stabilise and reach their established operational KPIs, they are anticipated to generate incremental growth.

The group monitors several key risks to ensure business continuity:

• Credit Risk: Mitigated primarily through established partnerships with local authorities

• Liquidity Risk: Closely monitored to ensure the group can meet its financial obligations as they fall due

• Interest Rate Risk: The group’s borrowings are at variable rates; management reviews hedging options as appropriate

• Competitor Pressure: Managed through continuous brand development and strict adherence to regulatory compliance

• Key Personnel Risk: Addressed via succession planning and market-aligned compensation

The group uses a range of financial and non-financial KPIs to measure progress against strategic objectives:

• Turnover: Year-on-year turnover declined by approximately 9%, falling from £28,589,134 in 2024 to £26,026,522 in 2025. This decrease was primarily due to the divestment of two units

• Gross Profit Margin: Improved notably, climbing from 24% in 2024 to 30% in 2025

• CQC Ratings: The Senior Leadership Team, Board of Directors, and governance and compliance personnel maintain rigorous oversight of facilities rated "Inadequate". Following the decision to replace the on-site management team, service provision has steadily improved post year end. This turnaround is demonstrated by the positive outcome of the most recent local authority inspection, which has also enabled the opening of an additional unit on-site

• Labour Margin: The use of agency staff remained high during 2025. This is noted as a lingering operational challenge alongside broader macroeconomic pressures and increased staffing costs. To actively address workforce pressures, the group is shifting away from agency reliance toward a strategic recruitment model. Significant effort has been dedicated to expanding overseas recruitment and strengthening local staffing pipelines

On behalf of the board

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

The principal activity of the group remains the provision of high-quality specialist care services. The group maintains a dedicated focus on providing residential and nursing care for individuals with dementia and complex clinical needs.

The principal activity of the company is that of a parent company of a trading group.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

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 group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The auditor, MHA, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties and future developments.

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 auditor of the company 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 auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and 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;

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

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

We have audited the financial statements of Bloomcare Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 July 2025 and of the group's 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 group and parent 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 ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

• Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;

• Enquires with management about any known or suspected instances of fraud;

• Auditing the risk of fraud in revenue by testing a sample of transactions throughout the year for occurrence and reviewing post year end credit notes raised;

• Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls;

• Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. 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.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £1,198,196 (2024 - £415,013 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Bloomcare Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 34 Scarisbrick New Road, Southport, PR8 6QE.

The group consists of Bloomcare Group Ltd and all of its subsidiaries.

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 amounts 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 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 the parent member of a group which prepares these consolidated financial statements, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. This company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within these consolidated financial statements:

• 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 of financial instruments;

• Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries are accounted for at cost less impairment.

Any deferred tax movements on assets previously revalued in subsidiary companies prior to the acquisition date is reflected in the profit and loss account.

The consolidated group financial statements consist of the financial statements of the parent company Bloomcare Group Ltd together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 July 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions and balances between group companies are eliminated on consolidation.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

In preparing the financial statements on a going concern basis, the directors evaluated the group's financial position and performance. Although a net current liability position existed at the balance sheet date due to the previous loan facility maturing on 30 April 2026, the group has since finalised a comprehensive refinancing package with Cynergy.

Detailed financial projections extending to July 2031 have been thoroughly reviewed, and performance has been assessed against the covenants of the new Cynergy facility. These forecasts indicate that key performance indicators are on a positive trajectory, underscoring a robust recovery and reflecting Cynergy's confidence in the group's long-term outlook.

Occupancy levels remain stable with promising growth projected for future periods. Furthermore, despite operational challenges, including escalating payroll costs, increased minimum wage requirements, national insurance, and rising overheads, the group has successfully sustained and improved its profitability following a comprehensive strategic review of its operational estate.

The continuous enhancement of the Senior Management Team and the deployment of a new strategic plan reinforce the directors' confidence in maintaining elevated performance standards.

Consequently, based on current trading, detailed projections, and the newly established facility, at the time of approving the financial statements, the directors have a reasonable expectation that the group possesses adequate resources to sustain operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents the invoiced sales of care home accommodation and nursing services excluding VAT.

Revenue from contracts for the provision of care home and nursing services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably, The stage of completion is calculated by reference to the period of stay within the carehome and only when nursing services are recognised and subsequently invoiced. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

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:

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 recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

All of the group's financial assets are basic financial instruments.

Financial assets 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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price. 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. Amounts payable are classified as current liabilities if payment is due within one year or less. Trade creditors are recognised initially at transaction price.

All of the group's financial liabilities are basic financial instruments.

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

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

In the application of the group’s accounting policies, the directors are 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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The group has opted to revalue property such that the value of property in the accounts more adequately reflects the current market value at the year end.

This requires some element of judgement as the directors have to estimate what they consider to be a fair market value. This is based on current market valuations of similar properties, and where applicable, they obtain advice from qualified professionals to support their estimates.

All of the group's turnover is derived from the principal activity of the group and relates to sales made in the United Kingdom.

All turnover is derived from UK operations.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

On 19 August 2024, Wellington Healthcare (Arden) Limited transferred operation of two care homes over to a new operator. As part of the transfer, fixed assets with a net book value of £193,213 were disposed of by Wellington Healthcare (Arden) Limited for no proceeds and therefore impaired to £nil at the previous year end.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

More information on impairment movements in the previous year is given in note 10.

Freehold land and buildings were revalued in March 2021 by Frank Knight LLP, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. This is considered to be a reasonable estimate of the current fair value by the directors.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

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

Registered office addresses (all UK unless otherwise indicated):

Wellington Healthcare Limited (company registration number 06377726) and Bloomcare Greengables Limited (company registration number 13909141) have taken the exemption in Section 479A of the Companies Act 2006 ("the Act") from the requirements in the Act for their individual accounts to be audited. The guarantee given by the company under Section 479A of the Act is disclosed in note 22.

Bank loans consist of a Healthcare Loan Facility ("HLF").

The HLF is secured by fixed charges over the properties owned by the group and related companies, and the shares in the group companies and related companies owned by the shareholders of the group and related companies.

The HLF is for a period of 60 months with no capital repayments for the first 12 months. Repayments thereafter are £30,556 per month for 48 months with a final repayment of £7,333,312 due in April 2026. Interest is charged on the loan at an annual rate of 5.75% + the higher of LIBOR or 0.25%.

The other loans represent a loan of CHF 552,000 (£498,019) lent to Bloomcare Greengables Limited. The original repayment date of November 2024 was extended to November 2025 during the year. The loan is an interest only loan with interest being charged at 9% per annum.

Finance lease payments represent rentals payable by the company or group 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 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

A provision has been made by the company at the year end for an irrecoverable balance owed by a subsidiary company which is expected to arise from the settlement post year end of a liability on behalf of that subsidiary company.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The group has not finalised its capital expenditure programme for the next financial year and therefore an assessment as to the likely movement of timing differences cannot reasonably be made.

The company had estimated tax losses of £577,936 (2024: £654,204) at the year end.

The group had estimated tax losses of £577,936 (2024: £1,634,740) at the year end.

In order for the company's subsidiaries, Wellington Healthcare Limited and Bloomcare Greengables Limited, to take the audit exemption in Section 479A of the Companies Act 2006, the company has guaranteed all outstanding liabilities of both subsidiaries at 31 July 2025 until those liabilities are satisfied in full.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

After the year end, the group agreed a reduction in historic rent charged by its landlords (who are related by common shareholders and directors). An amount of £474,455 of rent previously charged up to 31 July 2025 was foregone by the landlord.

Therefore, the group has recognised this reduction in the 31 July 2025 financial statements.

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

During the year, the group was charged rent of £479,545 (2024: £1,031,627) by other related parties.

The following amounts were outstanding at the reporting end date:

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

Loans made to the directors are interest free and repayable on demand.