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

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

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

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.

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

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

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

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.

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.

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.

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

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

)

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

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

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

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

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

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

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

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

)