REGISTERED NUMBER: 02768075 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

OPTIMA CARE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTOR:

E M Coombes

REGISTERED OFFICE:

Upper Floor

Block A Marvan Court

1 Waldegrave Road

Teddington

TW11 8LZ

REGISTERED NUMBER:

02768075 (England and Wales)

AUDITORS:

RJP LLP

Chartered Certified Accountants &

Statutory Auditors

Ground Floor

Egerton House

68 Baker Street

Weybridge

Surrey

KT13 8AL

INTRODUCTION

The director presents his strategic report for the year ended 31 May 2025.

The purpose of the strategic report is to inform shareholders and help them assess how the directors have performed their duties to promote the success of the company. The report, together with the further information in the report of the director provides:

A fair and balanced review of the company's business including;

- the development and performance of the company's business during the financial year; and

- the position of the company at the end of the year.

A description of the principal risks and uncertainties facing the company.

PRINCIPAL RISKS AND UNCERTAINTIES

The board considers the primary risk to be associated with continued funding pressures from the commissioning authorities, specifically local authorities who are under the greatest budgetary constraints. However, the board are confident of the company's reputation and market position to take advantage of increasing market demand for its services in specialist service areas.

Overall, the organisation continues to trade as expected through service reconfigurations as well as difficult economic environments.

The board remains optimistic that the organisation provides key service offerings in intellectual disability and mental health services to both health and social care commissioners, continuing to meet demand.

DEVELOPMENT AND FINANCIAL PERFORMANCE DURING THE PERIOD

The results for the year which are set out in the profit and loss account, show a profit before tax of £397,584 compared to a loss before tax of £1,210,095 for 2024. This shows a credible turnaround of £1,607,682 compared to 2024. The management team and all colleagues involved have done an exceptional job in challenging trading conditions.

As noted on page 16, note 2, "Going concern" the company's current banking facilities with Coutts & Co run to 31 December 2026. The director continues to work closely with the company's bankers on the ongoing management of these facilities, including the profile of future capital repayments, interest margins and other commercial terms.

As at the date of this report no alternative finance has been agreed with either the company's current bankers or alternates as stated in the Report of the Independent Auditors on page. However, the company also continues to consider a range of funding options, including equity investment and alternative sources of finance, to support its longer-term growth strategy.

At the time of approving these financial statements the director is in discussion with 3 Tier-One lenders as regards the refinancing of the company. The director is confident that these discussions will conclude during September 2026 allowing for the various legal and valuation processes to take place with drawdown by the end of 2026. The company's bankers have continued to support the business throughout this period whilst these discussions continue.

The organisation continues to meet all of its financial and statutory obligations; this is achieved through strong financial controls, specifically around cashflow and working capital. This will continue to be the prevailing position over the coming years as health and social care funders look to reduce their budgets under central government austerity measures. The board will continue to operate an integrated governance framework to ensure it continues to meet its quality of care and maintain this as a primary objective during the next financial period.

THE FINANCIAL POSITION OF THE COMPANY AT THE PERIOD END

At the year-end the company had a post tax profit of the year of £409,206 (2024 - post tax loss of £1,206,586) and a decrease in the shareholders deficit from £1,831,924 to £1,422,718.

The company's cash levels have increased by £91,466 since the start of the year. The company has also invested £236,839 (2024 - £57,937) in fixed assets.

FINANCIAL KEY PERFORMANCE INDICATORS

Management use a range of performance measures to monitor and manage the business.

Given the nature of the business the directors are of the opinion that a detailed analysis using KPI's is not necessary for the understanding of the development, performance or position of the business.

The key financial highlights are as follows:

31.5.25

31.5.24

Turnover

£7,900,981

£5,972,023

Gross profit margin

26.74%

19.50%

EBITDA

£1,360,931

£163,182

Profit/(loss) before tax

£397,584

(£1,210,095)

FUTURE DEVELOPMENTS

The external environment is expected to remain competitive going forward and the directors remain determined to maintain profitability to acceptable levels.

FINANCIAL INSTRUMENTS

Financial instruments comprise of cash and working capital, i.e. the trade debtors and trade creditors that arise during the course of the day to day business. This can result in a liquidity risk. The liquidity risk is controlled by maintaining a healthy balance between the debtors and creditors. The debtors risk is controlled through a stringent credit control policy and regular monitoring of any outstanding amounts for both time and credit limits.

Trade creditor liquidity risks are managed by ensuring that sufficient funds are available to meet amounts as and when they fall due and in accordance with payment terms agreed. The company has banking facilities in place with Coutts & Company and operates within its facility limits.

ON BEHALF OF THE BOARD:

E M Coombes - Director

21 September 2026

The director presents his report with the financial statements of the company for the year ended 31 May 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of specialist healthcare for intellectual disabilities in residential and community homes.

DIVIDENDS

No dividends will be distributed for the year ended 31 May 2025 (2024 - Nil).

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

E M Coombes has held office during the whole of the period from 1 June 2024 to the date of this report.

Other changes in directors holding office are as follows:

V Coombes ceased to be a director after 31 May 2025 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report. These matters relate to financial instruments and future developments.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

E M Coombes - Director

21 September 2026

Opinion

We have audited the financial statements of Optima Care Limited (the 'company') for the year ended 31 May 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 May 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, specifically the paragraph headed "going concern", concerning the company's ability to continue as a going concern.

At the year-end the company had a loan facility of £8,558,606 due to its bankers, Coutts & Company, which is due for repayment by 31 December 2026. Coutts & Company have indicated the facility will not be renewed further, so the director is in discussion with other lenders to refinance this facility.

At the year-end the company had net liabilities of £1,422,718 (2024 - £1,831,924) despite making a profit after tax in the year of £409,206 (2024 - loss after tax of £1,206,586) therefore the company does not have the funds available to settle the loan facility without refinancing. At the date of this report no alternative finance has been agreed although indicative terms have been provided by alternative lenders.

These events or conditions indicate that a material uncertainty exists that may cause significant doubt on the company's ability to continue as a going concern. In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

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

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

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

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Based on our understanding and accumulated knowledge of the company and the sector in which it operates we considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements. These included but were not limited to those that relate to the form and content of the financial statements, such as the company accounting policies, UK accounting standards and UK Companies Act 2006. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting inappropriate journal entries, management bias in accounting estimates and improper revenue recognition associated with period-end cut-off. Our audit procedures included, but were not limited to:

- Agreement of the financial statements to underlying supporting documentation;

- Challenging assumptions and judgements made by management in their significant accounting estimates;

- Revenue period-end cut-off procedures;

- Identifying and testing journal entries;

- Discussions with management, including consideration of known or suspected instances of non-compliance with

laws and regulations and fraud; and

- Obtaining an understanding of the control environment in monitoring compliance with laws and regulations.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Simon Paterson (Senior Statutory Auditor)

for and on behalf of RJP LLP

Chartered Certified Accountants &

Statutory Auditors

Ground Floor

Egerton House

68 Baker Street

Weybridge

Surrey

KT13 8AL

23 September 2026

TURNOVER

4

7,900,981

5,972,023

Cost of sales

5,788,046

4,807,620

GROSS PROFIT

2,112,935

1,164,403

Administrative expenses

1,181,023

1,784,680

931,912

(620,277

)

Other operating income

134,337

117,562

OPERATING PROFIT/(LOSS)

6

1,066,249

(502,715

)

Interest receivable and similar income

7

1,658

2,291

1,067,907

(500,424

)

Interest payable and similar expenses

8

670,323

709,671

PROFIT/(LOSS) BEFORE TAXATION

397,584

(1,210,095

)

Tax on profit/(loss)

9

(11,622

)

(3,509

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

409,206

(1,206,586

)

PROFIT/(LOSS) FOR THE YEAR

409,206

(1,206,586

)

Other comprehensive income

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

409,206

(1,206,586

)

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

7,334,112

7,400,192

Investments

12

1

1

7,334,113

7,400,193

CURRENT ASSETS

Debtors

13

969,699

531,438

Cash at bank and in hand

471,575

380,109

1,441,274

911,547

CREDITORS

Amounts falling due within one year

14

1,820,291

1,554,228

NET CURRENT LIABILITIES

(379,017

)

(642,681

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,955,096

6,757,512

CREDITORS

Amounts falling due after more than one year

15

(8,358,606

)

(8,558,606

)

PROVISIONS FOR LIABILITIES

18

(19,208

)

(30,830

)

NET LIABILITIES

(1,422,718

)

(1,831,924

)

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

(1,422,818

)

(1,832,024

)

SHAREHOLDERS' FUNDS

(1,422,718

)

(1,831,924

)

The financial statements were approved by the director and authorised for issue on 21 September 2026 and were signed by:

E M Coombes - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 June 2023

100

(625,438

)

(625,338

)

Changes in equity

Total comprehensive income

-

(1,206,586

)

(1,206,586

)

Balance at 31 May 2024

100

(1,832,024

)

(1,831,924

)

Changes in equity

Total comprehensive income

-

409,206

409,206

Balance at 31 May 2025

100

(1,422,818

)

(1,422,718

)

1.	STATUTORY INFORMATION

Optima Care Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

This information is included in the consolidated financial statements of Optima Care Holdings Limited as at 31 May 2025 and these financial statements may be obtained from companies house.

Turnover

Turnover relates to services providing residential care activities for the elderly and disabled. It is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised in line with the services rendered during the period and the contractual agreement between the company and the client.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Tangible fixed assets 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 the asset to the location and condition necessary for it to be capable of operating in the manner 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% on cost

Plant and machinery

- 25% on cost

Motor vehicles

- 25% on cost

Fixtures & fittings

- 25% on cost

The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant changes since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.

Financial instruments

The company has chosen to adopt Section 11 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the profit and loss account.

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 the profit and loss account.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price.

Such assets are subsequently carried at fair value and the changes in fair value are recognised in the profit and loss account, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from other group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits: and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Operating leases: the company as lessee

Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit form the use of the leased asset.

Pension costs

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Going concern

These financial statements have been prepared on a going concern basis.

In assessing the appropriateness of the going concern basis, the director has considered the company's financial position, cash flow forecasts and projected trading performance for a period of at least twelve months from the date of approval of these financial statements. The director has prepared detailed cash flow forecasts and considered a range of downside scenarios, including changes in trading performance, interest rates, inflationary pressures, taxation and increases in operating costs.

Based on this assessment, the director considers that the company maintains an appropriate level of liquidity to meet the ongoing requirements of the business, including its working capital requirements, capital expenditure commitments and external debt obligations.

The company's current banking facilities with Coutts & Co run to 31 December 2026. The director continues to work closely with the company's bankers on the ongoing management of these facilities, including the profile of future capital repayments, interest margins and other commercial terms.

The company also continues to consider a range of funding options, including equity investment and alternative sources of finance, to support its longer-term growth strategy where appropriate. At the time of approving these financial statements the director is in discussion with 3 Tier 1 lenders as regards the refinancing of the company. The director is confident that these discussions will conclude during September 2026 allowing for the various legal and valuation processes to take place with drawdown by the end of 2026. The company's bankers have continued to support the business throughout this period whilst these discussions continue.

Trading has continued to improve since the year end. Occupancy has increased across a number of services following the lifting of regulatory restrictions, with strong levels of enquiries continuing across the complex care, nursing and supported living divisions. The company has also recommissioned two business units, providing additional capacity to support future occupancy growth, increased revenue and improved profitability. The company has strengthened its senior leadership team through the appointment of a new Chief Operating Officer, and the majority of services now operate with reduced agency staffing, resulting in improved operational efficiency and reduced operating costs.

The director continues to pursue opportunities for both organic growth and selective acquisitions. Alongside increasing occupancy across existing services, recommissioning existing capacity and improving operational efficiencies, the company is engaged in discussions with commissioning bodies regarding opportunities to utilise available land and buildings within its existing portfolio to develop additional specialist care services in response to identified local demand. These initiatives are expected to strengthen future cash generation, improve utilisation of the company's existing estate and support the company's long-term strategic objectives.

The director continues to engage with local authority commissioners regarding annual fee uplifts to reflect increases in the National Living Wage and wider inflationary pressures. Cash flow forecasts have been prepared using management's best estimate of future fee increases based on current discussions and historical funding trends.

The company's assets are reviewed regularly for indicators of impairment, and the director remains satisfied that the carrying value of those assets is appropriate.

Having considered the matters set out above, together with the company's available financial resources, funding arrangements and projected trading performance, the director has concluded that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the director has adopted the going concern basis of accounting in preparing these financial statements and does not consider that a material uncertainty exists in relation to the company's ability to continue as a going concern.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Interest income

Interest Income is recognised in the profit and loss account using the effective interest method.

Finance costs

Finance costs are charged to the profit and loss account over the term of the debt using the effective interest 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.

Borrowing costs

All borrowing costs are recognised in the profit and loss account in the year in which they are incurred.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Critical judgements in applying the company's accounting policies

The company makes a number of assessments which require judgement in preparing the accounts and can have a significant effect upon the financial statements. However due to the straight forward nature of the company's business, management does not believe that there are any judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(b) Key accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

i. Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

ii. Impairment of tangible assets

Annually, the company considers whether tangible assets are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the future cash flows from the assets along with selection of appropriate discount rates to calculate the net present value of those cash flows.

4.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the company.

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

31.5.25

31.5.24

£

£

Turnover

7,900,981

5,972,023

7,900,981

5,972,023

The company's principal turnover is materially of one class only being the specialist healthcare for intellectual disabilities in residential and community homes and the company has supplied only one market being the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

31.5.25

31.5.24

£

£

Wages and salaries

5,166,507

3,058,507

Social security costs

415,059

238,188

Other pension costs

89,210

71,329

5,670,776

3,368,024

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

31.5.25

31.5.24

Care and domestic

166

110

Administration

16

14

182

124

31.5.25

31.5.24

£

£

Directors' remuneration

-

150,916

Directors' pension contributions to money purchase schemes

9,000

12,000

6.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

31.5.25

31.5.24

£

£

Hire of plant and machinery

18,931

19,804

Other operating leases

40,838

99,255

Depreciation - owned assets

293,024

291,571

Loss/(profit) on disposal of fixed assets

9,595

(134,203

)

Goodwill amortisation

-

372,034

Auditors' remuneration

11,000

21,120

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

31.5.25

31.5.24

£

£

Other interest receivable

1,658

2,291

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.5.25

31.5.24

£

£

Bank loan interest

657,706

706,890

Other interest paid

12,617

2,781

670,323

709,671

9.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

31.5.25

31.5.24

£

£

Deferred tax - origination and reversal of timing differences

(11,622

)

(3,509

)

Tax on profit/(loss)

(11,622

)

(3,509

)

Reconciliation of total tax credit 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:

31.5.25

31.5.24

£

£

Profit/(loss) before tax

397,584

(1,210,095

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

99,396

(302,524

)

Effects of:

Expenses not deductible for tax purposes

-

5,228

Income not taxable for tax purposes

-

(69,117

)

Depreciation in excess of capital allowances

-

150,235

Utilisation of tax losses

(99,396

)

26,577

Deferred tax movement

(11,622

)

(3,509

)

Carry forward of tax losses

-

189,601

Total tax credit

(11,622

)

(3,509

)

10.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 June 2024

and 31 May 2025

5,406,131

AMORTISATION

At 1 June 2024

and 31 May 2025

5,406,131

NET BOOK VALUE

At 31 May 2025

-

At 31 May 2024

-