Nightingale Bidco Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: NI716090

Nightingale Bidco Limited

Financial Statements

31 December 2025

Nightingale Bidco Limited

Financial Statements

Year ended 31 December 2025

Contents	Page

Strategic report	1

Directors' report	3

Independent auditor's report to the members	6

Consolidated statement of comprehensive income	10

Consolidated statement of financial position	11

Company statement of financial position	12

Consolidated statement of changes in equity	13

Company statement of changes in equity	14

Consolidated statement of cash flows	15

Notes to the financial statements	16

Nightingale Bidco Limited

Strategic Report

Year ended 31 December 2025

Business review and position The principal activity of the group is the provision of domiciliary health care services. The directors are satisfied with the group's performance . The group operates in a very competitive marketplace and the directors have taken steps to ensure that the group will maintain its competitive strengths and are confident of future results. Given the nature of the group's activities, the directors are of the opinion that the use of key performance indicators is not necessary for an understanding of the development, performance or position of the group. Financial risk management objectives and policies The group has exposure to liquidity risk and customer credit exposure. To a lesser extent the group is exposed to interest rate risk. The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all the financial obligations the group will seek additional credit facilities.

Section 172(1) Statement In accordance with the Companies (Miscellaneous Reporting) Regulations 2018, the company is required to include a statement in its Strategic Report which outlines how the directors have had regard to the matters set out in S172(1) (a)-(f) of the Companies Act 2006 during the reporting period. The directors are committed to engaging with its shareholders as part of their objective of long-term creation of shareholder value, in line with the group's strategic plan. The directors consider the impact that decisions may have on the company's stakeholders as described below. The likely consequence of any decision in the long term The directors consider the long-term strategic plan and monitor the group's progress and performance on an ongoing basis, using detailed reports on operational and financial performance. The interests of the Group's employees The directors fully understand the vital importance of the group's employees to the continued success of the business and are committed to investing in the group's people as part of the wider plans for continued success of the business. The need to foster the group's business relationships with suppliers, customers and others The directors regularly review how the group maintains positive relationships with its stakeholders, including suppliers, customers, employees and others. The impact of the group's operations on the community and the environment The group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors' continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible. The desirability of the group maintaining a reputation for the highest standards of business conduct The group is rightly proud of its strong reputation, which has been built up over many years of successful training. The directors are committed to maintaining the highest standards of business. The need to act fairly between members of the company The directors are committed to increasing shareholder value, for the benefit of all the shareholders of the company.

This report was approved by the board of directors on 25 September 2026 and signed on behalf of the board by:

Mr Ryan Williams

Director

Registered office:

3b Boucher Business Studios

Glenmachan Place

Belfast

BT12 6QH

Nightingale Bidco Limited

Directors' Report

Year ended 31 December 2025

The directors present their report and the financial statements of the group for the year ended 31 December 2025 .

Directors

The directors who served the company during the year were as follows:

Mr Christopher Nixon
Mr Ryan Williams
Mr Scott Christie
Mr Douglas Adams

Dividends

The directors do not recommend the payment of a dividend.

Future developments

The directors will continue to develop the business and will seek to take advantage of opportunities that arise in the future.

Greenhouse gas emissions and energy consumption

	Unit	2025	2024
Total energy consumption	kWh	105,540	122,760
		---------	---------

Methodologies for energy and emissions calculations

To determine emissions for the year ended 31 December 2025 the company used a methodology compliant with the Greenhouse Gas ('GHG') Protocol and incorporated the 2023 UK Government GHG conversion factors for greenhouse gas reporting. Electricity and gas consumption was based on actual data obtained from supplier invoices. The collected consumption data is then converted into greenhouse gas emissions associated with each activity using annually updated emission factors from the UK Government.

Employment of disabled persons

The directors are committed to the principle of equal opportunity in employment. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

Employee involvement

Consultation with employees or their representative has continued at all levels, with the aim of ensuring that views are not taken into account when decisions are made that are likely to affect their interests. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and 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 judgments 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 directors are 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 25 September 2026 and signed on behalf of the board by:

Mr Ryan Williams

Director

Registered office:

3b Boucher Business Studios

Glenmachan Place

Belfast

BT12 6QH

Nightingale Bidco Limited

Independent Auditor's Report to the Members of Nightingale Bidco Limited

Year ended 31 December 2025

Opinion

We have audited the financial statements of Nightingale Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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's affairs as at 31 December 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; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's 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 or 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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: Our approach was as follows: We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant are those that relate to the Companies Act 2006 and compliance with FRS102; and we assessed the risks of material misstatement in respect of fraud with the consideration of the groups own assessment of the risks that irregularities may occur either because of fraud or error; the results of our enquiries of management about their own identification and assessment of the risks of irregularities; any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above, we considered the opportunities and incentives that may exist within the group for fraud and identified the greatest potential for fraud in the areas in which management is required to exercise significant judgment, such as disclosure of adjusting items. In common with all audits under ISAs (UK), we are also required to perform specific procedures to to respond to the risk of management override; we also obtained an understanding of the legal and regulatory framework 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 UK Companies Act and tax legislation; and in addition, we considered provisions of other laws and regulations that do not have a a direct effect on the financial statements but compliance with which may be fundamental to the groups ability to operate or to avoid a material penalty. These included data protection, employment and health and safety regulations. Audit procedures designed to respond to the risks of fraud: We considered the risk of fraud through management override and, in response, we incorporated testing of manual journal entries into our audit approach. We considered the risk of fraud through transactions outside the normal course of transactions by noting anything that was unusual in nature or size and enquired about such transaction to gain an understanding of their nature; based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud and other irregularities; extent of audit procedures; and we evaluated the selection and application of accounting policies by the group, particularly those related to subjective measurements and complex transactions, that may be indicative of fraudulent financial reporting. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Eoin McMullan ACA

(Senior Statutory Auditor)

For and on behalf of

Hill Vellacott

Chartered accountants & statutory auditor

22 Great Victoria Street

Belfast

BT2 7BA

25 September 2026

Nightingale Bidco Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2025

			Period from
		Year to	21 May 24 to
		31 Dec 25	31 Dec 24
			(restated)
Note		£	£
Turnover	4	50,214,078	19,024,013

Cost of sales	34,550,935	14,638,749
	-------------	-------------
Gross profit	15,663,143	4,385,264

Administrative expenses		12,123,088	3,331,157
Other operating income	5	41,139	–
		-------------	------------
Operating profit	6	3,581,194	1,054,107

Other interest receivable and similar income	10	15,883	68
Amounts written back to investments		–	200,000
Interest payable and similar expenses	11	1,797,486	795,148
		-------------	------------
Profit before taxation		1,799,591	59,027

Tax on profit	12	722,327	110,695
		------------	---------
Profit/(loss) for the financial year		1,077,264	( 51,668)
		------------	---------

Foreign currency retranslation	132,694	( 81,463)
	------------	---------
Total comprehensive income for the year	1,209,958	( 133,131)
	------------	---------

All the activities of the group are from continuing operations.

Nightingale Bidco Limited

Consolidated Statement of Financial Position

31 December 2025

	2025	2024
		(restated)
Note	£	£

Fixed assets

Intangible assets	13	16,620,380	18,605,605
Tangible assets	14	562,700	499,558
		-------------	-------------
		17,183,080	19,105,163

Current assets

Debtors	16	8,003,053	7,045,236
Cash at bank and in hand		3,302,661	3,053,063
		-------------	-------------
		11,305,714	10,098,299

Creditors: amounts falling due within one year	17	20,492,441	22,278,444
		-------------	-------------
Net current liabilities		9,186,727	12,180,145
		-------------	-------------
Total assets less current liabilities		7,996,353	6,925,018

Creditors: amounts falling due after more than one year	18	172,973	181,358

Provisions	20	41,879	30,867
		------------	------------
Net assets		7,781,501	6,712,793
		------------	------------

Capital and reserves

Called up share capital	24	107	108
Share premium account	25	6,704,567	6,845,816
Profit and loss account	25	1,076,827	( 133,131)
		------------	------------
Shareholders funds		7,781,501	6,712,793
		------------	------------

These financial statements were approved by the board of directors and authorised for issue on 25 September 2026 , and are signed on behalf of the board by:

Mr Ryan Williams

Director

Company registration number: NI716090

Nightingale Bidco Limited

Company Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

Fixed assets

Investments	15	24,686,659	24,723,297

Current assets

Debtors	16	260,618	920,154
Cash at bank and in hand		30,855	866,174
		---------	------------
		291,473	1,786,328

Creditors: amounts falling due within one year	17	15,892,680	20,433,533
		-------------	-------------
Net current liabilities		15,601,207	18,647,205
		-------------	-------------
Total assets less current liabilities		9,085,452	6,076,092
		------------	------------
Net assets		9,085,452	6,076,092
		------------	------------

Capital and reserves

Called up share capital	24	107	108
Share premium account	25	6,704,567	6,845,816
Profit and loss account	25	2,380,778	( 769,832)
		------------	------------
Shareholders funds		9,085,452	6,076,092
		------------	------------

The profit for the financial year of the parent company was £ 3,150,610 (2024: £ 769,832 loss).

These financial statements were approved by the board of directors and authorised for issue on 25 September 2026 , and are signed on behalf of the board by:

Mr Ryan Williams

Director

Company registration number: NI716090

Nightingale Bidco Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2025

		Called up share capital	Share premium account	Profit and loss account	Total
		£	£	£	£
At 21 May 2024		–	–	–	–

Loss for the year				( 51,668)	( 51,668)
Other comprehensive income for the year:
	Foreign currency retranslation	–	–	( 81,463)	( 81,463)
		----	----	---------	---------
Total comprehensive income for the year		–	–	( 133,131)	( 133,131)

Issue of shares		108	6,845,816	–	6,845,924
		----	------------	---------	------------
Total investments by and distributions to owners		108	6,845,816	–	6,845,924

At 31 December 2024		108	6,845,816	( 133,131)	6,712,793

Profit for the year				1,077,264	1,077,264
Other comprehensive income for the year:
	Foreign currency retranslation	–	–	132,694	132,694
		----	------------	------------	------------
Total comprehensive income for the year		–	–	1,209,958	1,209,958

Redemption of shares		( 1)	( 141,249)	–	( 141,250)
		----	---------	----	---------
Total investments by and distributions to owners		( 1)	( 141,249)	–	( 141,250)

		----	------------	------------	------------
At 31 December 2025		107	6,704,567	1,076,827	7,781,501
		----	------------	------------	------------

Nightingale Bidco Limited

Company Statement of Changes in Equity

Year ended 31 December 2025

	Called up share capital	Share premium account	Profit and loss account	Total
	£	£	£	£
At 21 May 2024	–	–	–	–

Loss for the year			( 769,832)	( 769,832)
	----	----	---------	---------
Total comprehensive income for the year	–	–	( 769,832)	( 769,832)

Issue of shares	108	6,845,816	–	6,845,924
	----	------------	---------	------------
Total investments by and distributions to owners	108	6,845,816	–	6,845,924

At 31 December 2024	108	6,845,816	( 769,832)	6,076,092

Profit for the year			3,150,610	3,150,610
	----	------------	------------	------------
Total comprehensive income for the year	–	–	3,150,610	3,150,610

Redemption of shares	( 1)	( 141,249)	–	( 141,250)
	----	---------	----	---------
Total investments by and distributions to owners	( 1)	( 141,249)	–	( 141,250)

	----	------------	------------	------------
At 31 December 2025	107	6,704,567	2,380,778	9,085,452
	----	------------	------------	------------

Nightingale Bidco Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2025

	2025	2024
		(restated)
	£	£

Cash flows from operating activities

Profit/(loss) for the financial year	1,077,264	( 51,668)

Adjustments for:
Depreciation of tangible assets	239,090	94,816
Amortisation of intangible assets	1,969,890	820,993
Government grant income	( 41,139)	–
Other interest receivable and similar income	( 15,883)	( 68)
Interest payable and similar expenses	1,797,486	795,148
Gains on disposal of tangible assets	( 16,610)	( 6,200)
Unrealised foreign currency loss/(gains)	132,694	(81,463)
Tax on profit/(loss)	722,327	110,695
Accrued expenses	263,121	2,314,330

Changes in:
Trade and other debtors	( 957,817)	( 7,045,236)
Trade and other creditors	( 2,335,880)	19,417,985
	------------	-------------
Cash generated from operations	2,834,543	16,369,332

Interest paid	( 1,797,486)	( 795,148)
Interest received	15,883	68
Tax (paid)/received	( 412,728)	391,115
	------------	-------------
Net cash from operating activities	640,212	15,965,367
	------------	-------------

Cash flows from investing activities

Purchase of tangible assets	( 331,331)	( 594,372)
Proceeds from sale of tangible assets	48,980	6,200
Purchase of intangible assets	–	( 19,426,598)
	------------	-------------
Net cash used in investing activities	( 282,351)	( 20,014,770)
	------------	-------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	–	6,845,924
Purchase of own shares	( 141,250)	–
Government grant income	41,139	–
Payments of finance lease liabilities	( 8,152)	256,542
	------------	-------------
Net cash (used in)/from financing activities	( 108,263)	7,102,466
	------------	-------------

Net increase in cash and cash equivalents	249,598	3,053,063
Cash and cash equivalents at beginning of year	3,053,063	–
	------------	------------
Cash and cash equivalents at end of year	3,302,661	3,053,063
	------------	------------

Nightingale Bidco Limited

Notes to the Financial Statements

Year ended 31 December 2025

1. General information

The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is 3b Boucher Business Studios, Glenmachan Place, Belfast, BT12 6QH.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Nightingale Bidco Limited and all of its active subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements When consolidating the group companies, management have stated the investments at cost and considered them not to be impaired. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Impairment of trade debtors is reviewed on an ongoing basis. The company uses estimates based on historical experience and current information in determining the debts for which an impairment charge is required.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill	-	10% straight line
Software development	-	20 % straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Short leasehold property	-	25% straight line
Fixtures and fittings	-	25% straight line
Motor vehicles	-	20% straight line
Equipment	-	25% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Government grants

Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Rendering of services	50,214,078	19,024,013
	-------------	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
United Kingdom	38,331,535	14,675,669
Overseas	11,882,543	4,348,344
	-------------	-------------
	50,214,078	19,024,013
	-------------	-------------

5. Other operating income

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Government grant income	41,139	–
	--------	----

6. Operating loss

Operating profit or loss is stated after charging/crediting:

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Amortisation of intangible assets	1,969,890	820,993
Depreciation of tangible assets	239,090	90,067
Gains on disposal of tangible assets	( 16,610)	( 6,200)
Impairment of trade debtors	12,537	(716)
Foreign exchange differences	28,240	( 40,399)
	------------	---------

7. Auditor's remuneration

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Fees payable for the audit of the financial statements	91,750	67,650
	--------	--------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Administrative staff	177	153
Care staff	1,397	1,402
	-------	-------
	1,574	1,555
	-------	-------

The aggregate payroll costs incurred during the year, relating to the above, were:

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Wages and salaries	36,057,300	14,436,376
Social security costs	3,559,794	1,145,661
Other pension costs	623,755	218,141
	-------------	-------------
	40,240,849	15,800,178
	-------------	-------------

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Remuneration	243,790	137,167
Company contributions to defined contribution pension plans	90,433	39,660
	---------	---------
	334,223	176,827
	---------	---------

Remuneration of the highest paid director in respect of qualifying services:

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Aggregate remuneration	130,450	84,167
Company contributions to defined contribution pension plans	30,433	35,660
	---------	---------
	160,883	119,827
	---------	---------

10. Other interest receivable and similar income

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Interest receivable	15,883	68
	--------	----

11. Interest payable and similar expenses

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Interest payable	15,900	12,533
Other interest payable and similar charges	1,781,586	782,615
	------------	---------
	1,797,486	795,148
	------------	---------

12. Tax on profit/(loss)

Major components of tax expense

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£

Current tax:

UK current tax income	456,588	( 75,848)
Adjustments in respect of prior periods	( 1,107)	( 22,051)
	---------	--------
Total UK current tax	455,481	( 97,899)

Foreign current tax income	255,834	197,541
	---------	---------
Total current tax	711,315	99,642
	---------	---------

Deferred tax:

Origination and reversal of timing differences	11,012	214,490
Impact of change in tax rate	–	( 203,437)
	--------	---------
Total deferred tax	11,012	11,053
	---------	---------
Tax on profit/(loss)	722,327	110,695
	---------	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

		Period from
	Year to	21 May 24 to
	31 Dec 25	31 Dec 24
		(restated)
	£	£
Profit on ordinary activities before taxation	1,799,591	59,027
	------------	--------
Profit on ordinary activities by rate of tax	449,898	14,757
Adjustment to tax charge in respect of prior periods	( 1,107)	(22,050)
Effect of expenses not deductible for tax purposes	454,561	68,829
Effect of capital allowances and depreciation	28,878	( 41,052)
Effect of different UK tax rates on some earnings	(249,351)	(43,696)
Utilisation of tax losses	( 105,124)	( 957,449)
Effect of amortisation of goodwill	477,727	200,039
Effect of group relief	( 344,167)	880,264
Deferred tax	11,012	11,053
	------------	---------
Tax on profit/(loss)	722,327	110,695
	------------	---------

13. Intangible assets

Group	Goodwill	Software development	Total
	£	£	£
Cost
At 1 January 2025 (as restated)	19,145,722	280,876	19,426,598
Additions from internal developments	–	21,303	21,303
Other movements	( 36,638)	–	( 36,638)
	-------------	---------	-------------
At 31 December 2025	19,109,084	302,179	19,411,263
	-------------	---------	-------------
Amortisation
At 1 January 2025	797,738	23,255	820,993
Charge for the year	1,910,908	58,982	1,969,890
	-------------	---------	-------------
At 31 December 2025	2,708,646	82,237	2,790,883
	-------------	---------	-------------
Carrying amount
At 31 December 2025	16,400,438	219,942	16,620,380
	-------------	---------	-------------
At 31 December 2024	18,347,984	257,621	18,605,605
	-------------	---------	-------------

The company has no intangible assets.

14. Tangible assets

Group	Short leasehold property	Fixtures and fittings	Motor vehicles	Equipment	Total
	£	£	£	£	£
Cost
At 1 January 2025 (as restated)	47,754	67,371	358,489	110,210	583,824
Additions	12,259	107,682	186,990	24,400	331,331
Disposals	–	–	( 103,228)	–	( 103,228)
Revaluations	7,186	1,705	–	3,470	12,361
	--------	---------	---------	---------	---------
At 31 December 2025	67,199	176,758	442,251	138,080	824,288
	--------	---------	---------	---------	---------
Depreciation
At 1 January 2025	8,193	12,175	37,018	26,880	84,266
Charge for the year	36,594	37,408	115,254	49,834	239,090
Disposals	–	–	( 70,858)	–	( 70,858)
Revaluations	4,959	1,022	–	3,109	9,090
	--------	---------	---------	---------	---------
At 31 December 2025	49,746	50,605	81,414	79,823	261,588
	--------	---------	---------	---------	---------
Carrying amount
At 31 December 2025	17,453	126,153	360,837	58,257	562,700
	--------	---------	---------	---------	---------
At 31 December 2024	39,561	55,196	321,471	83,330	499,558
	--------	---------	---------	---------	---------

The company has no tangible assets.

15. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2025 as restated	24,723,297
Revaluations	( 36,638)
	-------------
At 31 December 2025	24,686,659
	-------------
Impairment
At 1 January 2025 as restated and 31 December 2025	–
	-------------

Carrying amount
At 31 December 2025	24,686,659
	-------------
At 31 December 2024	24,723,297
	-------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Connected Health Limited	3b Boucher Business Studios	Ordinary	100
	Glenmachan Place
	Belfast
	BT12 6QH
Connected Health Domiciliary Care Limited	3b Boucher Business Studios	Ordinary	100
	Glenmachan Place
	Belfast
	BT12 6QH
Connected Health Ireland Limited	Unit 3, First floor, Block 3	Ordinary	100
	Belgard Road
	Tallaght
	Dublin 4
Connected Health (Care NI) Limited	3b Boucher Business Studios	Ordinary	100
	Glenmachan Place
	Belfast
	BT12 6QH
IBBSOL Limited	Unit 3, First floor, Block 3	Ordinary	100
	Belgard Road
	Tallaght
	Dublin 4

16. Debtors

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Trade debtors	6,567,135	5,845,981	–	–
Amounts owed by group undertakings	–	–	260,618	920,154
Prepayments	377,018	366,347	–	–
Directors loan account	5,457	4,786	–	–
Other debtors	1,053,443	828,122	–	–
	------------	------------	---------	---------
	8,003,053	7,045,236	260,618	920,154
	------------	------------	---------	---------

17. Creditors: amounts falling due within one year

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Trade creditors	350,815	166,710	–	–
Amounts owed to group undertakings	–	–	2,639	3,101,410
Accruals and deferred income	2,577,451	2,314,330	290,394	288,026
Corporation tax	769,530	470,943	–	–
Social security and other taxes	1,006,310	1,437,675	8,459	866,174
Obligations under finance leases and hire purchase contracts	75,417	75,184	–	–
Other creditors	15,712,918	17,813,602	15,591,188	16,177,923
	-------------	-------------	-------------	-------------
	20,492,441	22,278,444	15,892,680	20,433,533
	-------------	-------------	-------------	-------------

18. Creditors: amounts falling due after more than one year

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Obligations under finance leases and hire purchase contracts	172,973	181,358	–	–
	---------	---------	----	----

Rbs Invoice Finance Ltd, Laura Adams , Douglas Adams, Douglas Adams and Bernadette Adams as Trustees of the Laura Adams Settlement 2024, Ryan Williams, Scott Christie and BGF Nominees Limited all have a fixed and floating charge over the assets of the company in respect of the total short and long term loan amounts. These are supported by cross guarantees with Connected Health Limited, Connected Health (Care NI) Limited, Connected Health Domiciliary Care Limited, Home Care Plus Limited and IBBSOL Ltd. The charge relating to Rbs Invoice Finance Ltd was satisfied post year end.

19. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Not later than 1 year	75,417	75,184	–	–
Later than 1 year and not later than 5 years	172,973	181,358	–	–
	---------	---------	----	----
	248,390	256,542	–	–
	---------	---------	----	----

20. Provisions

Group	Deferred tax (note 21)
	£
At 1 January 2025 (as restated)	30,867
Additions	11,012
	--------
At 31 December 2025	41,879
	--------

21. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Included in provisions (note 20)	41,879	30,867	–	–
	--------	--------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Accelerated capital allowances	41,879	30,867	–	–
	--------	--------	----	----

22. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 623,755 (2024: £ 218,141 ).

23. Government grants

The amounts recognised in the financial statements for government grants are as follows:

Group		Company
2025	2024	2025	2024
	(restated)	(restated)
£	£	£	£

Recognised in other operating income:

Government grants recognised directly in income	41,139	–	–	–
	--------	----	----	----

24. Called up share capital

Issued, called up and fully paid

	2025		2024
			(restated)
	No.		No.
Ordinary shares of £ 0.001 each	106,757	107	108,108	108
	---------	----	---------	----

25. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses. Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.

26. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Not later than 1 year	459,159	329,440	–	–
Later than 1 year and not later than 5 years	1,159,717	660,406	–	–
	------------	---------	----	----
	1,618,876	989,846	–	–
	------------	---------	----	----

27. Directors' advances, credits and guarantees

During the year the directors entered into the following advances and credits with the company and its subsidiary undertakings:

	2025
	Balance brought forward	Advances/ (credits) to the directors	Balance outstanding
	£	£	£
Mr Douglas Adams	4,786	671	5,457
	-------	----	-------

	2024
	Balance brought forward	Advances/ (credits) to the directors	Balance outstanding
	£	£	£
Mr Douglas Adams	–	4,786	4,786
	----	-------	-------