Ecare Group Ltd

	Page
Balance Sheet	1—2
Statement of Changes in Equity	3
Notes to the Financial Statements	4—6

Registered number: 10741773

		2026		2025
	Notes	£	£	£	£
FIXED ASSETS
Investments	4		71,102		1,103

			71,102		1,103
CURRENT ASSETS
Debtors	5	14,219,560		11,925,027
Cash at bank and in hand		45,200		114,154

		14,264,760		12,039,181
Creditors: Amounts Falling Due Within One Year	6	(94,164 )		(89,742 )

NET CURRENT ASSETS (LIABILITIES)			14,170,596		11,949,439

TOTAL ASSETS LESS CURRENT LIABILITIES			14,241,698		11,950,542

Creditors: Amounts Falling Due After More Than One Year	7		(445,383 )		(68,554 )

NET ASSETS			13,796,315		11,881,988

CAPITAL AND RESERVES
Called up share capital	8		210		210
Share premium account			11,592,829		11,592,829
Other reserves			24,617		-
Profit and Loss Account			2,178,659		288,949

SHAREHOLDERS' FUNDS			13,796,315		11,881,988

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Ecare Group Ltd

Balance Sheet (continued)

As At 31 March 2026

For the year ending 31 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Mr Benjamin Weatherall

Director

21/10/2026

The notes on pages 4 to 6 form part of these financial statements.

	Share Capital	Share Premium	Other reserves	Profit and Loss Account	Total
	£	£	£	£	£
As at 1 April 2024	191	10,400,860	-	367,722	10,768,773
Loss for the year and total comprehensive income	-	-	-	(78,773 )	(78,773)

Arising on shares issued during the period	19	1,191,969	-	-	1,191,988

As at 31 March 2025 and 1 April 2025	210	11,592,829	-	288,949	11,881,988


Profit for the year and total comprehensive income	-	-	-	1,889,710	1,889,710

Convertible loan note reserve	-	-	24,617	-	24,617

As at 31 March 2026	210	11,592,829	24,617	2,178,659	13,796,315

1. General Information

Ecare Group Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 10741773 . The registered office is 18 Ashwin Street, London, England, E8 3DL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Financial Instruments

Convertible Redeemable Loan Notes

Recognition and measurement

Convertible redeemable loan notes are classified on initial recognition into their liability and equity components where the terms of the instrument contain both a contractual obligation to deliver cash and an option allowing conversion into a fixed number of the Company's ordinary shares.

The liability component represents the present value of future interest and principal payments discounted at the market rate of interest applicable to a similar debt instrument without the conversion feature. The equity component is recognised as the residual amount after deducting the fair value of the liability component from the total proceeds received.

The liability component is subsequently measured at amortised cost using the effective interest method. Finance costs recognised in profit or loss comprise both the coupon interest payable and the amortisation of any discount arising on initial recognition.

The equity component is not subsequently remeasured.

Interest

Interest on the loan notes is recognised in profit or loss using the effective interest method and is presented within finance costs.

Conversion

Where loan notes are converted into ordinary shares in accordance with their contractual terms, the carrying amount of the liability component and the related equity component are transferred to share capital and share premium. No gain or loss is recognised on conversion.

Redemption

Upon redemption, the liability component is extinguished when the Company's obligation to repay the principal and any accrued interest is discharged. Any difference between the carrying amount of the liability and the consideration paid is recognised in profit or loss.

2.3. Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 3 (2025: 3)

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Ecare Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

4. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 April 2025	1,103
Additions	70,001
Disposals	(2 )

As at 31 March 2026	71,102

Provision
As at 1 April 2025	-

As at 31 March 2026	-

Net Book Value
As at 31 March 2026	71,102

As at 1 April 2025	1,103

5. Debtors

	2026	2025
	£	£
Due within one year
Amounts owed by group undertakings	14,219,485	11,924,952
Other debtors	75	75

	14,219,560	11,925,027

6. Creditors: Amounts Falling Due Within One Year

	2026	2025
	£	£
Bank loans and overdrafts	18,554	55,660
Other loans	39,890	-
Other creditors	35,720	34,082

	94,164	89,742

7. Creditors: Amounts Falling Due After More Than One Year

	2026	2025
	£	£
Bank loans	-	18,554
Other loans	445,383	50,000

	445,383	68,554

10.8% Unsecured convertible redeemable loan notes 2025

On 18 July 2025, the company issued 10.8% unsecured convertible redeemable loan notes to investors. The loan note facility was £500,000, of which £470,000 was subscribed and issued during the year.

The loan notes bear interest at a fixed rate of 10.8% per annum and are redeemable on 17 July 2027 unless previously converted into ordinary shares of the company at the option of the noteholders in accordance with the terms of the loan note instrument.

...CONTINUED

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Ecare Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

7. Creditors: Amounts Falling Due After More Than One Year - continued

The loan notes have been accounted for as a compound financial instrument. The liability component was initially recognised at the present value of the future contractual cash flows, discounted at the estimated market rate of interest for an equivalent non-convertible instrument of 13.98%. The residual amount has been recognised within equity as the convertible loan note reserve.

8. Share Capital

	2026	2025
Allotted, called up and fully paid	£	£
2,099,834 Ordinary Shares of £ 0.0001 each	210	210

9. Reserves

	Share Premium	Other reserves	Profit and Loss Account
	£	£	£
As at 1 April 2025	11,592,829	-	288,949
Profit for the year and total comprehensive income	-	-	1,889,710

Convertible loan note reserve	-	24,617	-

As at 31 March 2026	11,592,829	24,617	2,178,659

10. Related Party Transactions

During the year, the company made advances totalling £2,294,533 to its subsidiary undertakings. At 31 March 2026, the balance due from the subsidiary undertakings was £14,219,485 (2025: £11,924,952).

The loans are unsecured, interest-free, and repayable on demand.

11. Controlling Party

No individual or entity holds a controlling interest in the company.

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