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REGISTERED NUMBER: NI644508 (Northern Ireland)

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 30 NOVEMBER 2025 |

| FOR |

| MCLEGZ HOLDINGS LTD |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Income Statement | 10 |

Consolidated Other Comprehensive Income | 11 |

Consolidated Balance Sheet | 12 |

Company Balance Sheet | 13 |

Consolidated Statement of Changes in Equity | 14 |

Company Statement of Changes in Equity | 15 |

Consolidated Cash Flow Statement | 16 |

Notes to the Consolidated Cash Flow Statement | 17 |

Notes to the Consolidated Financial Statements | 19 |

MCLEGZ HOLDINGS LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 30 NOVEMBER 2025

| DIRECTORS: | E S Johnston

| Mrs L H Johnston

| SECRETARY: | D J Ross

| REGISTERED OFFICE: | 18 Orby Link

| Belfast

| BT5 5HW

| REGISTERED NUMBER: | NI644508 (Northern Ireland)

| AUDITORS: | Baker Tilly Mooney Moore

| Statutory Auditors

| 17 Clarendon Road

| Belfast

| BT1 3BG

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors present their strategic report of the company and the group for the year ended 30 November 2025.

REVIEW OF BUSINESS

The directors are satisfied with the performance of the subsidiaries during the year and will seek every opportunity to increase profitable turnover.

PRINCIPAL RISKS AND UNCERTAINTIES

Competition risk

The group operates in a highly competitive environment. The directors manage this risk by providing a high quality offering.

Financial risk

The group uses various financial instruments including bank loans and overdrafts, hire purchase, cash and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to provide sufficient finance for the group's operations. The directors monitor these levels on a continuing basis.

Economic risk

The directors are mindful of the current cost of living crisis and the effect it could have on the group. They are constantly monitoring this risk.

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

SECTION 172(1) STATEMENT

The board of directors confirm that during the year under review it has acted to promote the long term success of the company for the benefit of shareholders, whilst having due regard to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 as outlined below.

The likely consequences of any decisions in the long term

The directors recognise that decisions which are made will affect the group's long term success and are mindful of the risks of implementation of decisions on all stakeholders while continuing to work on the growth of the business and to seek new business opportunities.

The interests of the group's employees

The directors consider the group's employees to be key to the business and always ensure employees have a safe working environment and up to date training. Employees are provided with information about the group and employees are encouraged to present their suggestions and views on the group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

The need to foster the company's business relationships with suppliers, customers and others

The directors understand the need to foster the company's business relationships with suppliers, customers and others. They ensure customers within the group receive high standards of care within the nursing home section and high-quality food within the restaurant section. They only engage with reputable suppliers with a zero tolerance approach to modern slavery and aim to pay suppliers within the agreed timescales.

The impact of the company's operations on the community and the environment

The directors take their responsibilities to the wider community and environment seriously engaging with all stakeholders and encouraging all employees to be mindful of the environmental impact of any business activities.

The reputation for a high standard of business conduct

The directors are aware of the requirements for a high standard of business conduct. Part of the activities of the group are that of nursing homes which are regulated by the RQIA. The group aims to deliver impeccable customer care and satisfaction to those in the nursing homes and their family members and to have an open and honest relationship with RQIA.

The need to act fairly between members of the company

The directors understand the need to act fairly between members of the company and ensure all company law requirements are complied with. The members have an open and honest relationship and are heavily involved in the running of the group.

FINANCIAL KEY PERFORMANCE INDICATORS

The directors consider the group's key performance indicator to be turnover and are pleased that the turnover has increased by £7.6m (30%) from FY24.

ON BEHALF OF THE BOARD:

E S Johnston - Director

12 August 2026

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 November 2025.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of nursing home services, restaurant franchises and letting of investment company.

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

DIVIDENDS

The directors recommended a final dividend of £39,000 for the year ended 30 November 2025.

FUTURE DEVELOPMENTS

The aim is to maintain the management policies to aim for future growth of the group.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report.

E S Johnston

Mrs L H Johnston

BRANCHES OUTSIDE THE UNITED KINGDOM

The Group have branches located in the Republic of Ireland.

ENGAGEMENT WITH EMPLOYEES

During the period, the policy of providing employees with information about the group has been continued through internal media methods in which the employees have also been encouraged to present their suggestions and views on the group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

DISABLED EMPLOYEES

The group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have elected to disclose the following directors report information in the strategic report.

- Principal risks and uncertainties

- Key financial performance indicators

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 NOVEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Baker Tilly Mooney Moore, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

E S Johnston - Director

12 August 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MCLEGZ HOLDINGS LTD

Opinion

We have audited the financial statements of McLegz Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 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 Auditors' 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 and the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MCLEGZ HOLDINGS LTD

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MCLEGZ HOLDINGS LTD

Auditors' 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 a Report of the Auditors 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:

We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group's ability to operate or to avoid a material penalty.

Our procedures to respond to risks identified included the following:

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

- enquiring of management concerning actual and potential litigation and claims;

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

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

MCLEGZ HOLDINGS LTD

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 a Report of the Auditors 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.

Eimear Brown (Senior Statutory Auditor)

for and on behalf of Baker Tilly Mooney Moore

Statutory Auditors

17 Clarendon Road

Belfast

BT1 3BG

14 August 2026

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

| 30.11.25 |  | 30.11.24

| Notes | £'000 | £'000 |

TURNOVER | 3 | 33,168 |  | 25,597 |  |

Cost of sales | 21,830 |  | 17,677 |  |

GROSS PROFIT | 11,338 |  | 7,920 |  |

Administrative expenses | 7,796 |  | 7,242 |  |

3,542 |  | 678 |  |

Other operating income | 501 |  | 232 |  |

OPERATING PROFIT | 5 | 4,043 |  | 910 |  |

Provision for onerous lease | 6 | 200 |  | (200 | ) |

4,243 |  | 710 |  |

Interest receivable and similar income | 10 |  | 4 |  |

4,253 |  | 714 |  |

Gain/loss on revaluation of investments | 215 |  | - |  |

4,468 |  | 714 |  |

Interest payable and similar expenses | 7 | 768 |  | 549 |  |

PROFIT BEFORE TAXATION | 3,700 |  | 165 |  |

Tax on profit | 8 | 892 |  | 308 |  |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 2,808 |  | (143 | ) |

Profit/(loss) attributable to:

Owners of the parent | 2,808 |  | (143 | ) |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 NOVEMBER 2025

| 30.11.25 |  | 30.11.24

| Notes | £'000 | £'000 |

PROFIT/(LOSS) FOR THE YEAR | 2,808 |  | (143 | ) |

OTHER COMPREHENSIVE INCOME |

Foreign exchange on consolidation | 145 |  | (131 | ) |

Gain on Crypto Currency | (93 | ) | 284 |  |

Income tax relating to components of other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | 52 |  | 153 |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 2,860 |  | 10 |  |

Total comprehensive income attributable to:

Owners of the parent | 2,860 |  | 10 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

CONSOLIDATED BALANCE SHEET

30 NOVEMBER 2025

| 30.11.25 | 30.11.24 |

| Notes | £'000 | £'000 | £'000 | £'000 |

FIXED ASSETS

Intangible assets | 11 | 6,530 |  | 5,301 |  |

Tangible assets | 12 | 11,857 |  | 9,105 |  |

Investments | 13 | 567 |  | 614 |  |

Investment property | 14 | 3,610 |  | 2,485 |  |

22,564 |  | 17,505 |  |

CURRENT ASSETS

Stocks | 15 | 77 |  | 89 |  |

Debtors | 16 | 653 |  | 1,177 |  |

Cash at bank and in hand | 3,800 |  | 3,447 |  |

4,530 |  | 4,713 |  |

CREDITORS

Amounts falling due within one year | 17 | 6,988 |  | 7,000 |  |

NET CURRENT LIABILITIES | (2,458 | ) | (2,287 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 20,106 |  | 15,218 |  |

CREDITORS

Amounts falling due after more than one year | 18 | (11,542 | ) | (9,360 | ) |

PROVISIONS FOR LIABILITIES | 21 | (276 | ) | (391 | ) |

NET ASSETS | 8,288 |  | 5,467 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 1,190 |  | 1,190 |  |

Foreign exchange reserve | 23 | 244 |  | 99 |  |

Fair value reserve | 23 | 191 |  | 284 |  |

Retained earnings | 23 | 6,663 |  | 3,894 |  |

SHAREHOLDERS' FUNDS | 8,288 |  | 5,467 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 12 August 2026 and were signed on its behalf by:

E S Johnston - Director

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

COMPANY BALANCE SHEET

30 NOVEMBER 2025

| 30.11.25 | 30.11.24 |

| Notes | £'000 | £'000 | £'000 | £'000 |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 3,571 |  | 3,618 |  |

Investment property | 14 | - |  | - |  |

3,571 |  | 3,618 |  |

CURRENT ASSETS

Debtors | 16 | 3,799 |  | 1,874 |  |

Cash at bank | 397 |  | 1,143 |  |

4,196 |  | 3,017 |  |

CREDITORS

Amounts falling due within one year | 17 | 3,637 |  | 3,400 |  |

NET CURRENT ASSETS/(LIABILITIES) | 559 |  | (383 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,130 |  | 3,235 |  |

CREDITORS

Amounts falling due after more than one year | 18 | 954 |  | 1,175 |  |

NET ASSETS | 3,176 |  | 2,060 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 1,190 |  | 1,190 |  |

Fair value reserve | 191 |  | 284 |  |

Retained earnings | 1,795 |  | 586 |  |

SHAREHOLDERS' FUNDS | 3,176 |  | 2,060 |  |

Company's profit/(loss) for the financial year | 1,248 |  | (229 | ) |

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 12 August 2026 and were signed on its behalf by:

E S Johnston - Director

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

| Called up |  | Foreign |  | Fair |

| share |  | Retained |  | exchange |  | value |  | Total

| capital |  | earnings |  | reserve |  | reserve |  | equity

£'000 | £'000 | £'000 | £'000 | £'000 |

Balance at 1 December 2023 | 1,190 |  | 4,037 |  | 230 |  | - |  | 5,457 |  |

Changes in equity

Total comprehensive income | - |  | (143 | ) | (131 | ) | 284 |  | 10 |  |

Balance at 30 November 2024 | 1,190 |  | 3,894 |  | 99 |  | 284 |  | 5,467 |  |

Changes in equity

Dividends | - |  | (39 | ) | - |  | - |  | (39 | ) |

Total comprehensive income | - |  | 2,808 |  | 145 |  | (93 | ) | 2,860 |  |

Balance at 30 November 2025 | 1,190 |  | 6,663 |  | 244 |  | 191 |  | 8,288 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

| Called up |  | Fair |

| share |  | Retained |  | value |  | Total

| capital |  | earnings |  | reserve |  | equity

£'000 | £'000 | £'000 | £'000 |

Balance at 1 December 2023 | 1,190 |  | 815 |  | - |  | 2,005 |  |

Changes in equity

Total comprehensive income | - |  | (229 | ) | 284 |  | 55 |  |

Balance at 30 November 2024 | 1,190 |  | 586 |  | 284 |  | 2,060 |  |

Changes in equity

Dividends | - |  | (39 | ) | - |  | (39 | ) |

Total comprehensive income | - |  | 1,248 |  | (93 | ) | 1,155 |  |

Balance at 30 November 2025 | 1,190 |  | 1,795 |  | 191 |  | 3,176 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

| 30.11.25 |  | 30.11.24

| Notes | £'000 | £'000 |

Cash flows from operating activities

Cash generated from operations | 1 | 5,320 |  | 2,090 |  |

Interest paid | (768 | ) | (549 | ) |

Tax paid | (466 | ) | (119 | ) |

Net cash from operating activities | 4,086 |  | 1,422 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (129 | ) | - |  |

Purchase of tangible fixed assets | (2,710 | ) | (344 | ) |

Purchase of fixed asset investments | (46 | ) | (224 | ) |

Purchase of investment property | (910 | ) | - |  |

Acquisition of a subsidiary, net of cash | (2,264 | ) | 407 |  |

Interest received | 10 |  | 4 |  |

Net cash from investing activities | (6,049 | ) | (157 | ) |

Cash flows from financing activities

New loans in year | 3,357 |  | 200 |  |

Loan repayments in year | (1,001 | ) | (972 | ) |

Capital repayments in year | (1 | ) | - |  |

Equity dividends paid | (39 | ) | - |  |

Net cash from financing activities | 2,316 |  | (772 | ) |

Increase in cash and cash equivalents | 353 |  | 493 |  |

Cash and cash equivalents at beginning of year | 2 | 3,447 |  | 2,954 |  |

Cash and cash equivalents at end of year | 2 | 3,800 |  | 3,447 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Profit before taxation | 3,700 |  | 165 |  |

| Depreciation charges | 810 |  | 783 |  |

| Loss on disposal of fixed assets | 67 |  | - |  |

| Gain on revaluation of fixed assets | (215 | ) | - |  |

| Amortisation of intangible assets | 525 |  | 394 |  |

| Impairment of fixed assets | - |  | 146 |  |

| Movement on provisions | (133 | ) | - |  |

| Foreign Exchange | (96 | ) | 52 |  |

| Finance costs | 768 |  | 549 |  |

| Finance income | (10 | ) | (4 | ) |

5,416 |  | 2,085 |  |

| Decrease in stocks | 12 |  | 6 |  |

| Decrease in trade and other debtors | 524 |  | 11 |  |

| Decrease in trade and other creditors | (632 | ) | (12 | ) |

| Cash generated from operations | 5,320 |  | 2,090 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 30 November 2025

| 30.11.25 |  | 1.12.24

£'000 | £'000 |

| Cash and cash equivalents | 3,800 |  | 3,447 |  |

| Year ended 30 November 2024

| 30.11.24 |  | 1.12.23

£'000 | £'000 |

| Cash and cash equivalents | 3,447 |  | 2,954 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.12.24 | Cash flow | At 30.11.25

£'000 | £'000 | £'000 |

| Net cash |

| Cash at bank and in hand | 3,447 |  | 353 |  | 3,800 |  |

3,447 |  | 353 |  | 3,800 |  |

| Debt

| Finance leases | - |  | (20 | ) | (20 | ) |

| Debts falling due within 1 year | (2,391 | ) | 27 |  | (2,364 | ) |

| Debts falling due after 1 year | (8,296 | ) | (2,383 | ) | (10,679 | ) |

(10,687 | ) | (2,376 | ) | (13,063 | ) |

| Total | (7,240 | ) | (2,023 | ) | (9,263 | ) |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

1. | STATUTORY INFORMATION

| McLegz Holdings Ltd is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| Going concern

| After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group have adequate resources to continue in operational existence for at least a period of 12 months from approval of the financial statements.

| The directors therefore consider it appropriate to continue to prepare the financial statements on a going concern basis.

| Parent company disclosure exemptions

| In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available to qualifying entities:

| -No cash flow statement or net debt reconciliation has been presented for the parent company;

| -Disclosures in respect of the parent company’s income, expense, net gains and net losses on financial instruments measured at amortised cost have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and

| -No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

| Basis of consolidation

| The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Critical accounting judgements and key sources of estimation uncertainty

| In preparing these financial statements, the directors have made the following judgement:

| - Determine whether there are indicators of impairment of the group’s tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.

| - Establishing the fair value of investment properties.

| The key sources of estimation uncertainty are:

| Depreciation of fixed assets

| Tangible fixed assets, other than investment properties, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors including future investments, economic utilisation and physical condition of assets.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Goodwill

| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirers interest in the fair value of the group's share of the identifiable assets and liabilities of the acquire at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Franchise fees are being amortised evenly over their estimated useful life of ten years.

| Goodwill on Consolidation is being amortised evenly over their estimated useful life of ten years.

| Tangible fixed assets

| Tangible fixed askers under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing an asset to the location and condition necessary for it to be capable of operating in the matter intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

| Depreciation is provided on the following basis:

| Freehold property - 2% straightline

| Alterations to leasehold- 10% straightline

| Equip,emt - 10% straightline

| Plant & Machinery - 15% reducing balance

| Fixtures and fittings - 10% straightline

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Investment property

| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Financial instruments

| Financial assets

| Financial assets, other than investments are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost, less any impairment.

| Financial liabilities and equity

| Financial liabilities and equity are classified according to the substance of the financial instrument’s contractual obligations, rather than the financial instrument’s legal form. Financial liabilities are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.

| Finance costs

| Finance costs are charged to profit or loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Dividends

| Equity dividends are recognised with they become legally payable. Interim equity dividends are recognised when paid.

| Reserves

| The group and company's reserves are as follows:

| - Called up share capital reserve represents the nominal value of shares issued.

| - Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

| - Other reserves represent the foreign exchange impact on consolidation.

| Holiday pay accrual

| A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

| Impairment of fixed assets

| Fixed assets are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Fixed assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

3. | TURNOVER

| The turnover and profit before taxation are attributable to the principal activities of the group.

| An analysis of turnover by class of business is given below:

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Nursing Home | 18,104 |  | 11,576 |  |

| Restaurant Sales | 14,750 |  | 13,738 |  |

| Rental Income | 314 |  | 283 |  |

33,168 |  | 25,597 |  |

| An analysis of turnover by geographical market is given below:

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| United Kingdom | 20,318 |  | 14,586 |  |

| Europe | 12,850 |  | 11,011 |  |

33,168 |  | 25,597 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

4. | EMPLOYEES AND DIRECTORS

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Wages and salaries | 15,382 |  | 11,419 |  |

| Social security costs | 1,146 |  | 938 |  |

| Other pension costs | 252 |  | 203 |  |

16,780 |  | 12,560 |  |

| The average number of employees during the year was as follows:

| 30.11.25 |  | 30.11.24

| Administration | 7 |  | 3 |  |

| Management | 59 |  | 42 |  |

| Nursing Staff | 388 |  | 278 |  |

| Restaurant Staff | 204 |  | 194 |  |

658 |  | 517 |  |

| 30.11.25 |  | 30.11.24

£ | £ |

| Directors' remuneration | 116,202 |  | 132,046 |  |

5. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Other operating leases | 8 |  | 23 |  |

| Depreciation - owned assets | 809 |  | 783 |  |

| Loss on disposal of fixed assets | 67 |  | 100 |  |

| Goodwill amortisation | 128 |  | 116 |  |

| Franchise Fees amortisation | 28 |  | 28 |  |

| Goodwill on Consolidation amortisation | 369 |  | 250 |  |

| Auditors' remuneration | 66 |  | 48 |  |

| Foreign exchange differences | (10 | ) | 80 |  |

6. | EXCEPTIONAL ITEMS

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Provision for onerous lease | 200 |  | (200 | ) |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Bank loan interest | 534 |  | 392 |  |

| Other interest payable | 234 |  | 157 |  |

768 |  | 549 |  |

8. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Current tax:

| UK corporation tax | 856 |  | 330 |  |

| Corporation tax prior year adj ustment | (30 | ) | - |  |

| Total current tax | 826 |  | 330 |  |

| Deferred tax | 66 |  | (22 | ) |

| Tax on profit | 892 |  | 308 |  |

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Profit before tax | 3,700 |  | 165 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 925 |  | 41 |  |

| Effects of:

| Expenses not deductible for tax purposes | 878 |  | 432 |  |

| Income not taxable for tax purposes | (910 | ) | - |  |

| Capital allowances in excess of depreciation | - |  | (89 | ) |

| Depreciation in excess of capital allowances | 3 |  | - |  |

| Utilisation of tax losses | 14 |  | - |  |

| Adjustments to tax charge in respect of previous periods | (30 | ) | - |  |

| Lower rate taxes on overseas earnings | (126 | ) | (64 | ) |

| Deferred Tax | 66 |  | (22 | ) |

| Group Relief | (28 | ) | 10 |  |

| Hybrid tax rate | 11 |  | - |  |

| Chargeable gain | 95 |  | - |  |

| Double tax relief | (6 | ) | - |  |

| Total tax charge | 892 |  | 308 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

8. | TAXATION - continued

| Tax effects relating to effects of other comprehensive income |

| 30.11.25 |

| Gross |  | Tax |  | Net |

£'000 | £'000 | £'000 |

| Foreign exchange on consolidation | 145 |  | - |  | 145 |  |

| Gain on Crypto Currency | (93 | ) | - |  | (93 | ) |

52 |  | - |  | 52 |  |

| 30.11.24 |

| Gross |  | Tax |  | Net |

£'000 | £'000 | £'000 |

| Foreign exchange on consolidation | (131 | ) | - |  | (131 | ) |

| Gain on Crypto Currency | 284 |  | - |  | 284 |  |

153 |  | - |  | 153 |  |

9. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

10. | DIVIDENDS

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Ordinary shares of £1 each

| Final | 39 |  | - |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

11. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill |

| Franchise |  | on |

| Goodwill |  | Fees |  | Consolidation |  | Totals

£'000 | £'000 | £'000 | £'000 |

| COST

| At 1 December 2024 | 2,329 |  | 414 |  | 5,670 |  | 8,413 |  |

| Additions | (1 | ) | 97 |  | 1,586 |  | 1,682 |  |

| Exchange differences | 132 |  | 27 |  | - |  | 159 |  |

| At 30 November 2025 | 2,460 |  | 538 |  | 7,256 |  | 10,254 |  |

| AMORTISATION

| At 1 December 2024 | 960 |  | 296 |  | 1,856 |  | 3,112 |  |

| Amortisation for year | 128 |  | 28 |  | 369 |  | 525 |  |

| Exchange differences | 65 |  | 22 |  | - |  | 87 |  |

| At 30 November 2025 | 1,153 |  | 346 |  | 2,225 |  | 3,724 |  |

| NET BOOK VALUE

| At 30 November 2025 | 1,307 |  | 192 |  | 5,031 |  | 6,530 |  |

| At 30 November 2024 | 1,369 |  | 118 |  | 3,814 |  | 5,301 |  |

| During the year the group purchased 100% of the share capital of Somerton Homes Ltd for an agreed price of £2,276,849.

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

12. | TANGIBLE FIXED ASSETS

| Group

| Freehold |  | Short |  | Long |  | Plant and

| property |  | leasehold |  | leasehold |  | machinery

£'000 | £'000 | £'000 | £'000 |

| COST

| At 1 December 2024 | 7,483 |  | 998 |  | 131 |  | 829 |  |

| Additions | 1,690 |  | - |  | - |  | 120 |  |

| Disposals | - |  | - |  | - |  | - |  |

| Exchange differences | 99 |  | - |  | - |  | 97 |  |

| Transfer to ownership | 1,361 |  | - |  | - |  | 284 |  |

| Reclassification/transfer | 998 |  | (998 | ) | - |  | - |  |

| At 30 November 2025 | 11,631 |  | - |  | 131 |  | 1,330 |  |

| DEPRECIATION

| At 1 December 2024 | 1,116 |  | 183 |  | 131 |  | 848 |  |

| Charge for year | 185 |  | - |  | - |  | 180 |  |

| Eliminated on disposal | - |  | - |  | - |  | - |  |

| Exchange differences | 11 |  | - |  | - |  | 65 |  |

| Transfer to ownership | 672 |  | - |  | - |  | 246 |  |

| Reclassification/transfer | 183 |  | (183 | ) | - |  | - |  |

| At 30 November 2025 | 2,167 |  | - |  | 131 |  | 1,339 |  |

| NET BOOK VALUE

| At 30 November 2025 | 9,464 |  | - |  | - |  | (9 | ) |

| At 30 November 2024 | 6,367 |  | 815 |  | - |  | (19 | ) |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

12. | TANGIBLE FIXED ASSETS - continued

| Group

| Fixtures |

| and |  | Motor |  | Computer |

| fittings |  | vehicles |  | equipment |  | Totals

£'000 | £'000 | £'000 | £'000 |

| COST

| At 1 December 2024 | 4,497 |  | - |  | 318 |  | 14,256 |  |

| Additions | 834 |  | 28 |  | 59 |  | 2,731 |  |

| Disposals | (1,056 | ) | - |  | (58 | ) | (1,114 | ) |

| Exchange differences | 207 |  | - |  | 19 |  | 422 |  |

| Transfer to ownership | - |  | - |  | - |  | 1,645 |  |

| Reclassification/transfer | - |  | - |  | - |  | - |  |

| At 30 November 2025 | 4,482 |  | 28 |  | 338 |  | 17,940 |  |

| DEPRECIATION

| At 1 December 2024 | 2,609 |  | - |  | 264 |  | 5,151 |  |

| Charge for year | 434 |  | 2 |  | 8 |  | 809 |  |

| Eliminated on disposal | (1,014 | ) | - |  | (33 | ) | (1,047 | ) |

| Exchange differences | 158 |  | - |  | 18 |  | 252 |  |

| Transfer to ownership | - |  | - |  | - |  | 918 |  |

| Reclassification/transfer | - |  | - |  | - |  | - |  |

| At 30 November 2025 | 2,187 |  | 2 |  | 257 |  | 6,083 |  |

| NET BOOK VALUE

| At 30 November 2025 | 2,295 |  | 26 |  | 81 |  | 11,857 |  |

| At 30 November 2024 | 1,888 |  | - |  | 54 |  | 9,105 |  |

13. | FIXED ASSET INVESTMENTS

| Group

| Unlisted

| investments

£'000 |

| COST OR VALUATION

| At 1 December 2024 | 614 |  |

| Additions | 46 |  |

| Revaluations | (93 | ) |

| At 30 November 2025 | 567 |  |

| NET BOOK VALUE

| At 30 November 2025 | 567 |  |

| At 30 November 2024 | 614 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

13. | FIXED ASSET INVESTMENTS - continued

| Group

| Cost or valuation at 30 November 2025 is represented by:

| Unlisted

| investments

£'000 |

| Valuation in 2025 | 567 |  |

| Company

| Shares in |

| group |  | Other |

| undertakings |  | investments |  | Totals

£'000 | £'000 | £'000 |

| COST OR VALUATION

| At 1 December 2024 | 3,004 |  | 614 |  | 3,618 |  |

| Additions | - |  | 46 |  | 46 |  |

| Revaluations | - |  | (93 | ) | (93 | ) |

| At 30 November 2025 | 3,004 |  | 567 |  | 3,571 |  |

| NET BOOK VALUE

| At 30 November 2025 | 3,004 |  | 567 |  | 3,571 |  |

| At 30 November 2024 | 3,004 |  | 614 |  | 3,618 |  |

| Cost or valuation at 30 November 2025 is represented by:

| Shares in |

| group |  | Other |

| undertakings |  | investments |  | Totals

£'000 | £'000 | £'000 |

| Valuation in 2025 | 3,004 |  | 567 |  | 3,571 |  |

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Copyford Limited

| Registered office: 24/26 City Quay, Dublin 2

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Spa Nursing Homes Limited

| Registered office: 18 Orby Link, Belfast, BT5 5HW

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

13. | FIXED ASSET INVESTMENTS - continued

| Pizza Hut Ireland Limited

| Registered office: 18 Orby Link, Belfast, BT5 5HW

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Antonio Inns Limited

| Registered office: 24/26 City Quay, Dublin 2

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Craigpatrick ROI Limited

| Registered office: 24/26 City Quay, Dublin 2

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Moveford Limited

| Registered office: 24/26 City Quay, Dublin 2

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Portalon (Belfast) Limited

| Registered office: 18 Orby Link, Belfast, BT5 5HW

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Tedayl Limited

| Registered office: 18 Orby Link, Belfast, BT5 5HW

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Craigpatrick Dundrum Limited

| Registered office: 18 Orby Link, Belfast, BT5 5HW

| Nature of business:

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

13. | FIXED ASSET INVESTMENTS - continued

| Somerton Homes Limited

| Registered office: 18 Orby Link, Belfast, BT5 5HW

| Nature of business: Nursing home

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

14. | INVESTMENT PROPERTY

| Group

| Total

£'000 |

| FAIR VALUE

| At 1 December 2024 | 2,485 |  |

| Additions | 910 |  |

| Revaluations | 215 |  |

| At 30 November 2025 | 3,610 |  |

| NET BOOK VALUE

| At 30 November 2025 | 3,610 |  |

| At 30 November 2024 | 2,485 |  |

| The 2024 valuations were made by Osborne King on an open market value for existing use basis. The directors have considered there to be no change in the value of the investment property as at 30 November 2025.

| Fair value at 30 November 2025 is represented by:

£'000 |

| Valuation in 2025 | 3,610 |  |

15. | STOCKS

| Group |

| 30.11.25 |  | 30.11.24 |

£'000 | £'000 |

| Stocks | 77 |  | 89 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 30.11.25 |  | 30.11.24 |  | 30.11.25 |  | 30.11.24 |

£'000 | £'000 | £'000 | £'000 |

| Trade debtors | 260 |  | 318 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 3,775 |  | 1,435 |  |

| Amounts owed by participating interests | 17 |  | 379 |  | 24 |  | 361 |  |

| Other debtors | 62 |  | 123 |  | - |  | 73 |  |

| Prepayments and accrued income | 314 |  | 357 |  | - |  | 5 |  |

653 |  | 1,177 |  | 3,799 |  | 1,874 |  |

17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 30.11.25 |  | 30.11.24 |  | 30.11.25 |  | 30.11.24 |

£'000 | £'000 | £'000 | £'000 |

| Bank loans and overdrafts (see note 19) | 754 |  | 559 |  | - |  | - |  |

| Other loans (see note 19) | 1,610 |  | 1,832 |  | 1,609 |  | 1,831 |  |

| Hire purchase contracts (see note 20) | 5 |  | - |  | - |  | - |  |

| Trade creditors | 1,566 |  | 1,479 |  | (1 | ) | 1 |  |

| Amounts owed to group undertakings | - |  | - |  | 2,012 |  | 1,469 |  |

| Tax | 860 |  | 434 |  | - |  | - |  |

| Social security and other taxes | 396 |  | 255 |  | 4 |  | 8 |  |

| VAT | 226 |  | 369 |  | 4 |  | 4 |  |

| Other creditors | 690 |  | 803 |  | - |  | - |  |

| Accruals and deferred income | 881 |  | 1,269 |  | 9 |  | 87 |  |

6,988 |  | 7,000 |  | 3,637 |  | 3,400 |  |

18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

| 30.11.25 |  | 30.11.24 |  | 30.11.25 |  | 30.11.24 |

£'000 | £'000 | £'000 | £'000 |

| Bank loans (see note 19) | 9,725 |  | 7,121 |  | - |  | - |  |

| Other loans (see note 19) | 954 |  | 1,175 |  | 954 |  | 1,175 |  |

| Hire purchase contracts (see note 20) | 15 |  | - |  | - |  | - |  |

| Other creditors | 848 |  | 1,064 |  | - |  | - |  |

11,542 |  | 9,360 |  | 954 |  | 1,175 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued

| Included in bank loans is an amount of £5,824,044 which is secured by way of legal charge over the properties and a debenture over all properties and assets of Spa Nursing Homes Limited. This bank loan is repayable by monthly instalments over the next five years, with the remaining balance due for repayment at the end of the term. The loan is subject to interest rates based on EURIBOR plus a margin of 2.75%.

| Also included within bank loans is a loan of £1,253,306. The loan is subject to interest rates based on EURIBOR plus a margin of 2.75%. The loan is due for repayment in quarterly instalments over the next five years and is secured by way of a debenture over all of the assets and undertakings of Moveford Limited and an unlimited guarantee held, as granted by Moveford Limited and Portalon (Belfast) Limited.

| Bank loans of £746,706, representing borrowings drawn down under the Pizza Hut Ireland Limited 3 year term loan. The loan is subject to interest rates based on EURIBOR plus a margin of 3%. The loan is due for repayment in quarterly instalments. The bank loan is secured by a mortgage over the investment properties in Pizza Hut Ireland Limited and a debenture cross guarantee and Deed of subordination. Pizza Hut Ireland's loan is supported by McLegz Holdings Limited.

| Bank loans of £67,500 were outstanding at 30 November 2024, representing borrowings drawn down under Portalon Limited 5 year term loan. The loan is subject to interest at a rate of 3.15% over LIBOR. The loan is due for repayment in quarterly instalments.The loan is secured by a debenture over Portalon (Belfast) Limited and Moveford Limited, Moveford Limited have given an unlimited guarantee to the bank.

19. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

| 30.11.25 |  | 30.11.24 |  | 30.11.25 |  | 30.11.24 |

£'000 | £'000 | £'000 | £'000 |

| Amounts falling due within one year or on | demand: |

| Bank loans | 754 |  | 559 |  | - |  | - |  |

| Other loans | 1,610 |  | 1,832 |  | 1,609 |  | 1,831 |  |

2,364 |  | 2,391 |  | 1,609 |  | 1,831 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | 1,360 |  | 536 |  | - |  | - |  |

| Other loans - 1-2 years | 81 |  | 77 |  | 81 |  | 77 |  |

1,441 |  | 613 |  | 81 |  | 77 |  |

| Amounts falling due between two and five | years: |

| Bank loans - 2-5 years | 8,365 |  | 6,585 |  | - |  | - |  |

| Other loans - 2-5 years | 673 |  | 805 |  | 673 |  | 805 |  |

9,038 |  | 7,390 |  | 673 |  | 805 |  |

| Amounts falling due in more than five years: |

| Repayable by instalments

| Other loans more 5yrs instal | 200 |  | 293 |  | 200 |  | 293 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

20. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

| 30.11.25 |  | 30.11.24 |

£'000 | £'000 |

| Net obligations repayable:

| Within one year | 5 |  | - |  |

| Between one and five years | 15 |  | - |  |

20 |  | - |  |

| Group

| Non-cancellable |

| operating leases |

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Within one year | 625 |  | 837 |  |

| Between one and five years | 2,091 |  | 3,029 |  |

| In more than five years | 1,438 |  | 2,727 |  |

4,154 |  | 6,593 |  |

21. | PROVISIONS FOR LIABILITIES

| Group |

| 30.11.25 |  | 30.11.24 |

£'000 | £'000 |

| Deferred tax | 276 |  | 191 |  |

| Other provisions | - |  | 200 |  |

| Aggregate amounts | 276 |  | 391 |  |

| Group

| Deferred |

| tax |

£'000 |

| Balance at 1 December 2024 | 191 |  |

| Charge to Income Statement during year | 66 |  |

| Acquired deferred tax | 20 |  |

| Balance at 30 November 2025 | 277 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 30.11.25 |  | 30.11.24

| value: | £'000 | £'000 |

| 1,189,915 | Ordinary | £1 | 1,190 |  | 1,190 |  |

23. | RESERVES

| Group

| Foreign |  | Fair |

| Retained |  | exchange |  | value |

| earnings |  | reserve |  | reserve |  | Totals

£'000 | £'000 | £'000 | £'000 |

| At 1 December 2024 | 3,894 |  | 99 |  | 284 |  | 4,277 |  |

| Profit for the year | 2,808 |  | 2,808 |  |

| Dividends | (39 | ) | (39 | ) |

| Fair value reserve | - |  | 145 |  | (93 | ) | 52 |  |

| At 30 November 2025 | 6,663 |  | 244 |  | 191 |  | 7,098 |  |

| Company

| Fair

| value

| reserve

£'000 |

| At 1 December 2024 | 284 |  |

| Fair value reserve | (93 | ) |

| At 30 November 2025 | 191 |  |

| The Foreign Exchange reserve is comprised of translation differences arising from the translation of foreign subsidiaries.

| The Profit and Loss Account includes all current and prior period retained profits and losses.

| The Fair value reserves includes the movement of the value on the Crypto Currency.

24. | RELATED PARTY DISCLOSURES

| Entities over which the entity has control, joint control or significant influence

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Amount due from related party | 17 |  | 379 |  |

MCLEGZ HOLDINGS LTD (REGISTERED NUMBER: NI644508)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 NOVEMBER 2025

24. | RELATED PARTY DISCLOSURES - continued

| Key management personnel of the entity or its parent (in the aggregate)

| 30.11.25 |  | 30.11.24

£'000 | £'000 |

| Amount due to director of the company | 1,522 |  | 1,746 |  |

25. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is considered to be the directors.