REGISTERED NUMBER: 09807440 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Period 1 August 2024 to 31 January 2026

for

Evolve Care Group (A) Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

8

Income Statement

12

Other Comprehensive Income

13

Balance Sheet

14

Statement of Changes in Equity

15

Cash Flow Statement

16

Notes to the Cash Flow Statement

17

Notes to the Financial Statements

18

DIRECTORS:

R D Burton

Mrs E Carder

SPD001 Limited

REGISTERED OFFICE:

Beech House

Brotherswood Court

Almondsbury

Bristol

BS32 4QW

REGISTERED NUMBER:

09807440 (England and Wales)

SENIOR STATUTORY AUDITOR:

Matthew Dobbins FCA

AUDITORS:

Dunkley's Chartered Certified Accountants

Woodlands Grange

Woodlands Lane

Bradley Stoke

BS32 4JY

The directors present their strategic report for the period 1 August 2024 to 31 January 2026.

PRINCIPLE ACTIVITY

The group operates leasehold interest in residential and nursing care homes for the elderly. The group aims to focus on providing care for individuals who present with high and complex care needs.

REVIEW OF BUSINESS

The group has developed operational expertise in dedicated facilities that support higher levels of acuity. The group has undertaken a global (Australia, USA, Middle-East, Europe) research initiative in order to identify pioneering and best practice. It has developed a specialist training programme that is delivered in person to all team members. The group aims to hold true to its core values and remains committed to all individuals who work with the group and those people being supported with care.

With the most recent additions to the group being under-performing and non-compliant care businesses, the Group remains focused on implementing its 5-year strategy aimed at realising value through quality improvement, stabilisation, consolidation, and refinement of existing trade. The introduction of high acuity care beds has resulted in an ability to iterate and improve existing models of training and operation to better meet the needs of this demographic.

The group seeks to ensure it operates as part of the sector and not as an isolated provider; it remains a core tenet of the organisation to service the needs of the larger social care community through a philosophy of transparent, pragmatic, and reflective joint working.

The group seeks to utilise expertise within its whole team to grow and develop as an organisation. Specific activities have been undertaken to ensure that not only traditional management roles but any role in which leadership qualities and decisions impact the outcome of the organisation are given a voice that can input into the overall group direction. Additional training and coaching has been deployed to those who fill these positions to ensure they are supported in this endeavour. It is the intent of the group to promote this larger leadership team approach to ensure end-to-end fulfilment of the groups objectives.

The group regularly monitors KPIs in alignment with the industry in which it operates, directors have monitored the group's progress in the year by use of financial and non-financial KPIs such as turnover of £31.8m (£40.4m 2023), EBITDA, staff costs, non-staff costs, and occupancy - these are considered standard KPIs across the industry. All banking covenants continued to be met. Exceptional items have been disclosed in the notes separately.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group focuses on consolidation of existing trade practices with a view to grow through improvements in quality, specialisation, and by positioning as a provider of higher acuity care. The group continually evaluates a range of quantitative and qualitative risks facing the business and classifies them according to the priority in which they should be dealt with (given the Group's available resources). It should be noted that some of the risks are rated as significant or high.

The group recognises its key risks and seeks to address them through targeted adjustments to operations, group positioning within the market, and in how it pursues its strategic objectives.

Environment

The group's leasehold sites consist of primarily converted properties with only three purpose built nursing homes. The most recently acquired properties experienced a significant lack of capital investment, it is understood that the previous owners were unable to obtain finance for a capital investment programme. As such most of the properties entered the groups portfolio outdated, poorly maintained, and most importantly still require significant expenditure to ensure the ongoing regulatory compliance and operation of fire prevention systems, electrical installations, nurse call systems, lifts and boilers. With the addition of sites already in a poor state of repair to the existing portfolio, requirements have meant the group commenced and remains committed to an on-going and significant schedule of works to bring the estates to the appropriate level of required compliance, to improve care outcomes through renewed environmental design, and to improve the aesthetics to be in line with competitors.

Regulatory Environment

The group's activities are subject to inspection by Care Inspectorate Wales (CIW) and Care Quality Commissions (CQC). Risk from the negative effects of non-compliance or reduced inspection ratings may impact the groups reputation and profits. Risks are mitigated through maintaining relationships and closely working with regulators and external professionals to ensure that clear and effective channels of communication remain open to address issues. The group focuses on ensuring that training, policies, and daily operations work towards a position that mitigates the risk of non-compliance or reduced inspection ratings. Where adverse regulatory events occur; robust and collaborative systems trigger re-direction of operations back to a position of safety.

People Living at the homes with a higher level of dementia, autism, learning disabilities, other mental health needs

A group decision was made to specialise delivery of care and focus on people living with a higher acuity of dementia. The Directors have globally (Australia, USA, Middle-East, Europe) researched a number of models of care and believe that the one they have implemented provides the best possible outcomes for people living at the homes. The model specialises in supporting extremely dependent people. This results in a requirement for high numbers of specialist staff. This is a significant cost and challenge to meet operationally. The intensity of the care required also means that there is a high turnover of staff leading to surges of unplanned agency use and the requirement for extra quality assurance personnel, a need which is fulfilled by consultants. The majority of those living at the groups sites are financially supported by the local authority or NHS. The Directors have looked beyond short term profit to favour long term sustainability and the quality of experience that people living at each site receive on a daily basis. The directors believe that delivering an excellent experience with premium levels of care is not only consistent with their duty of care to people living in the homes but also consistent with their fiduciary duty to build long term, sustainable stakeholder value.

Locations

The Groups' homes are disparate and principally in rural locations. This poses a number of challenges to attracting new people to live and work at each site. The risks posed by operating remote locations with respect to staffing are mitigated by working closing with local landlords and housing to facilitate an offering of properties that enable re-location both domestically and internationally. The Directors are aware that the Landlords are in dispute regarding legal boundaries and sewerage at two of the sites. If not resolved this may impact continued operations.

Office

The Directors relocated their central support team to a new office building in 2022, which continues to be occupied. Terms for the use of the office space have been agreed under license from related parties. Whilst this presents a risk to continued operations it also provides maximum flexibility in the short term.

Operating Model

The Group has continued its focus on the delivery of care and has taken licences to use an operating model including all handbooks, systems and processes for the operation of the business from related parties. Whilst renewal terms for the licence presents a risk to continued operations it enables the Group to focus on the core delivery of care.

Technology

The Group has identified comprehensive new technological platforms and has commenced implementation to achieve an expanded technological infrastructure to enable operational goals and meet developing market requirements. The Directors are currently reviewing the best options to prioritise works and in the interim have arrangements covering email, accounting and other critical operational functions such that the need is fulfilled with short term licences from related parties until all upgrades are completed. Whilst renewal terms for the licence presents a risk to continued operations it enables the Group to focus on the core delivery of care and to remain flexibility in its on-going development of appropriate technology.

Consultants

The Group is actively recruiting for Senior roles. In the interim it has engaged a number of Consultants, many of whom are able to work remotely, to undertake critical roles. The ongoing engagement of these Consultants is considered to be important for the maintenance of continuity and as such terms have been agreed to incentivise their retention.

Financial

The Group has an on-going relationship with a long term funder for the business, who support the long term development and growth of the group.

Training

The Group has invested in a specialist bespoke training programme delivered by related parties and external consultants. This includes leadership training provided to both senior central teams, as well as individuals working within each care setting. A significant number of employees have a contractual entitlement to this training with a payment in lieu if it is not delivered. There is therefore a risk of staff leaving or claiming compensation of the training from related parties is not maintained.

Staffing

Recruitment and retention are key areas of focus of the group, with initiatives undertaken to support this position. Maintaining a strong and consistent operating team has been fundamental in ensuring the goals of the organisation are realised. A similar level of consistency of on-the-ground staffing is critical to continued success of each site through the provision of the highest quality care and to mitigate the attrition of skill inherent to high turnover. The organisation structures its management of revenue to ensure levels of staffing that facilitate successful care delivery are affordable. Significant consideration and resource is allocated to ensuring that projected National Living Wage changes can be navigated without detrimental impact to staffing or financial viability. The group places specific emphasis on ensuring the revenue generated from care activities is commensurate to the care being provided and works closely with funders to maintain this position.

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise bank balances, bank overdrafts, trade creditors, trade debtors, loans to the group and finance lease agreements. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations.

The group manages the liquidity risk by ensuring that there are sufficient funds to meet the payments for its financial commitments. The loans are on commercial terms and payable on certain criteria being met.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

STRATEGY

The group's success is dependent on pricing and ongoing management of the care that is provided. The Care Quality Commission (CQC) and the Care Inspectorate Wales (CIW) are the two organisations that monitor and inspect the nursing homes to ensure that the minimum standards required in legislation are being met. The focus at the sites on creating a community that offers activity, independence, and choice - giving the people living in them the choice to live their lives the way they really want. The group will continue to consolidate its position and concentrate its effort on achieving profitable growth in turnover. The group aims to improve efficiency in all areas of our operations through cost reduction; more disciplined budgeting and more effective management. Customer service and the residents' welfare remain the top priority. The group places significant importance on staff training. The group proactively encourages all staff members to complete training courses to ensure that each member of staff is equipped to provide the best possible care. Substantial resources have been dedicated to a training system to achieve this.

EMPLOYEE INVOLVEMENT, EMPLOYMENT OF DISABLED PERSONS AND TRAINING

Full and fair consideration is given to applications for employment of disabled persons having regard to their particular aptitude and abilities. Wherever possible, provision is made for training, career development and promotion of disabled employees. Every effort is made to facilitate and support the continued employment of employees who become disabled during their employment. The group has continued its' policy of employee involvement, by making information available to employees and encouraging their participation in schemes which are related to the group's progress and profitability. The group has enlisted the services of various training organisations and local colleges to provide training across all its' homes and head office in professional qualifications, NVQs, COSHH, Manual Handling and a structured internal training programme for all staff.

ON BEHALF OF THE BOARD:

R D Burton - Director

30 October 2026

The directors present their report with the financial statements of the company for the period 1 August 2024 to 31 January 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of the specialist provision of quality long term care for the elderly through the leasehold management and operation of care homes offering residential and nursing care.

DIVIDENDS

No dividends will be distributed for the period ended 31 January 2026.

EVENTS SINCE THE END OF THE PERIOD

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

The directors have considered events occurring between the balance sheet date and the date on which the financial statements were authorised for issue and have concluded that there are no material adjusting or non-adjusting events requiring disclosure in these financial statements.

DIRECTORS

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

R D Burton

Mrs E Carder

SPD001 Limited

FINANCIAL INSTRUMENTS

The company has elected to apply the provisions of Sections 11 and 12 of FRS 102 in respect of financial instruments. Basic financial assets, including trade and other debtors, amounts owed by group undertakings and cash at bank and in hand, are recognised initially at transaction price and subsequently measured at amortised cost, less any impairment. Basic financial liabilities, including trade and other creditors, accruals and amounts owed to group undertakings, are recognised initially at transaction price and subsequently measured at amortised cost. Financial assets are reviewed for indicators of impairment at each reporting date.

POLITICAL DONATIONS AND EXPENDITURE

Donations made in the year were to charitable causes. No donations were made to any political party.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Dunkley's Chartered Certified Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R D Burton - Director

30 October 2026

Opinion

We have audited the financial statements of Evolve Care Group (A) Ltd (the 'company') for the period ended 31 January 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 January 2026 and of its profit for the period 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.

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 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.

The financial statements have been prepared on a going concern basis. The company is dependent upon the continuing financial support of its parent undertaking and fellow group companies. The directors have received confirmation that such support will continue for the foreseeable future and have reviewed forecasts and cash flow projections covering a period of at least twelve months from the date of approval of the financial statements. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 Directors.

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

-	adequate accounting records have not been kept, 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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. We obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement arising from irregularities, including fraud and non-compliance with laws and regulations, we considered:

The nature of the industry and sector, the control environment and business performance, including the design of the company's remuneration policies, bonus arrangements and performance targets.

Matters identified through obtaining and reviewing the company's policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations, including whether management was aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether management had knowledge of any actual, suspected or alleged fraud; and

- the internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.

Matters discussed by the audit engagement team regarding how and where fraud might occur in the financial statements, including any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the areas of management override of controls and revenue recognition.

We also obtained an understanding of the legal and regulatory framework within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.

Audit response to risks identified

Our procedures to respond to the risks identified included:

Enquiries of management concerning actual and potential litigation and claims.

Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement arising from fraud.

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

We also communicated relevant identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert throughout the audit for indications of fraud or non-compliance with laws and regulations.

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.

Matthew Dobbins FCA (Senior Statutory Auditor)

for and on behalf of Dunkley's Chartered Certified Accountants

Woodlands Grange

Woodlands Lane

Bradley Stoke

BS32 4JY

30 October 2026

TURNOVER

9,158

1,977

Cost of sales

104,547

90,265

GROSS LOSS

(95,389

)

(88,288

)

Administrative expenses

2,440,527

1,133,506

(2,535,916

)

(1,221,794

)

Other operating income

3,694,579

1,158,453

OPERATING PROFIT/(LOSS)

4

1,158,663

(63,341

)

Profit/loss on sale of operatn

5

1,000

-

1,157,663

(63,341

)

Interest receivable and similar income

-

64

PROFIT/(LOSS) BEFORE TAXATION

1,157,663

(63,277

)

Tax on profit/(loss)

6

367,540

(17,293

)

PROFIT/(LOSS) FOR THE FINANCIAL PERIOD

790,123

(45,984

)

PROFIT/(LOSS) FOR THE PERIOD

790,123

(45,984

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

790,123

(45,984

)

FIXED ASSETS

Tangible assets

7

213,605

267,671

Investments

8

5,800

6,800

219,405

274,471

CURRENT ASSETS

Debtors

9

14,847,097

15,304,021

Cash at bank and in hand

6,332,449

3,536,597

21,179,546

18,840,618

CREDITORS

Amounts falling due within one year

10

14,197,551

12,702,240

NET CURRENT ASSETS

6,981,995

6,138,378

TOTAL ASSETS LESS CURRENT LIABILITIES

7,201,400

6,412,849

PROVISIONS FOR LIABILITIES

13

31,151

32,723

NET ASSETS

7,170,249

6,380,126

CAPITAL AND RESERVES

Called up share capital

14

1,000

1,000

Retained earnings

15

7,169,249

6,379,126

SHAREHOLDERS' FUNDS

7,170,249

6,380,126

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2026 and were signed on its behalf by:

R D Burton - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 August 2023

1,000

6,425,110

6,426,110

Changes in equity

Total comprehensive income

-

(45,984

)

(45,984

)

Balance at 31 July 2024

1,000

6,379,126

6,380,126

Changes in equity

Total comprehensive income

-

790,123

790,123

Balance at 31 January 2026

1,000

7,169,249

7,170,249

Cash flows from operating activities

Cash generated from operations

1

8,097,582

4,718,634

Tax paid

(7,756

)

-

Net cash from operating activities

8,089,826

4,718,634

Cash flows from investing activities

Purchase of tangible fixed assets

(98,811

)

(41,815

)

Purchase of fixed asset investments

-

(200

)

Sale of tangible fixed assets

-

(139

)

Sale of fixed asset investments

1,000

-

Interest received

-

64

Net cash from investing activities

(97,811

)

(42,090

)

Cash flows from financing activities

Loan movements with connected parties

(5,184,739

)

(4,364,944

)

Amount withdrawn by directors

(11,424

)

(208,176

)

Net cash from financing activities

(5,196,163

)

(4,573,120

)

Increase in cash and cash equivalents

2,795,852

103,424

Cash and cash equivalents at beginning of period

2

3,536,597

3,433,173

Cash and cash equivalents at end of period

2

6,332,449

3,536,597

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.8.24

to

Year Ended

31.1.26

31.7.24

£

£

Profit/(loss) before taxation

1,157,663

(63,277

)

Depreciation charges

152,877

103,003

Loss on disposal of fixed assets

-

139

Finance income

-

(64

)

1,310,540

39,801

Decrease in trade and other debtors

8,007,279

5,041,509

Decrease in trade and other creditors

(1,220,237

)

(362,676

)

Cash generated from operations

8,097,582

4,718,634

2.	CASH AND CASH EQUIVALENTS

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

Period ended 31 January 2026

31.1.26

1.8.24

£

£

Cash and cash equivalents

6,332,449

3,536,597

Year ended 31 July 2024

31.7.24

1.8.23

£

£

Cash and cash equivalents

3,536,597

3,433,173

Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.8.24

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank and in hand

3,536,597

2,795,852

6,332,449

3,536,597

2,795,852

6,332,449

Total

3,536,597

2,795,852

6,332,449

4.	DISPOSAL OF BUSINESS

On 8 April 2025, the company disposed of its interest in Ramram Care Services 2 Limited for nil consideration. The investment has been derecognised and the resulting loss on disposal has been recognised in the profit and loss account.

1.	STATUTORY INFORMATION

Evolve Care Group (A) Ltd 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements are presented in Pound Sterling (£), which is also the company's functional currency. Monetary amounts in these financial statements are rounded to the nearest pound.

Preparation of consolidated financial statements

The financial statements contain information about Evolve Care Group (A) Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, SPD001 Limited, Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW.

The Company’s immediate and ultimate parent undertaking is SPD001 Limited, a company incorporated and registered in England and Wales (company number 12133415), with its registered office at Beech House, Brotherswood Court, Almondsbury, Bristol, BS32 4QW.

SPD001 Limited is the parent undertaking of both the smallest and the largest group of undertakings for which consolidated financial statements are prepared that include the Company. Copies of the consolidated financial statements of SPD001 Limited can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

There is no single ultimate controlling party.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors considered to be relevant. Actual results may differ from these estimates.

The principal areas of estimation uncertainty include the useful economic lives of tangible fixed assets, the recoverability of trade debtors and intercompany balances, and the assessment of any impairment indicators in respect of assets.

Turnover

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

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes, in relation to the provision of care services, agency fees and ad-hoc commissions.

All of the company's revenue was generated within the United Kingdom.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

20% on cost

Plant and machinery

-

20% on cost

Motor vehicles

-

20% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Financial instruments

The company has elected to apply the provisions of Sections 11 and 12 of FRS 102 in respect of financial instruments. Basic financial assets, including trade and other debtors, amounts owed by group undertakings and cash at bank and in hand, are recognised initially at transaction price and subsequently measured at amortised cost, less any impairment. Basic financial liabilities, including trade and other creditors, accruals and amounts owed to group undertakings, are recognised initially at transaction price and subsequently measured at amortised cost. Financial assets are reviewed for indicators of impairment at each reporting date.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

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

Nature of support from group companies

The financial statements have been prepared on a going concern basis. The company is dependent upon the continuing financial support of its parent undertaking and fellow group companies. The directors have received confirmation that such support will continue for the foreseeable future and have reviewed forecasts and cash flow projections covering a period of at least twelve months from the date of approval of the financial statements. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.

3.	EMPLOYEES AND DIRECTORS

Period

1.8.24

to

Year Ended

31.1.26

31.7.24

£

£

Wages and salaries

355,181

166,366

Social security costs

29,980

20,802

Other pension costs

6,260

4,063

391,421

191,231

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

Period

1.8.24

to

Year Ended

31.1.26

31.7.24

Directors

3

3

Management & Administration Staff

62

46

65

49

Period

1.8.24

to

Year Ended

31.1.26

31.7.24

£

£

Directors' remuneration

212,457

135,586

Directors' pension contributions to money purchase schemes

19,481

2,649

Information regarding the highest paid director for the period ended 31 January 2026 is as follows:

Period

1.8.24

to

31.1.26

£

Emoluments etc

129,983

Pension contributions to money purchase schemes

11,636

4.	OPERATING PROFIT/(LOSS)

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

Period

1.8.24

to

Year Ended

31.1.26

31.7.24

£

£

Depreciation - owned assets

152,877

103,002

Loss on disposal of fixed assets

-

139

Auditors' remuneration

65,610

-

Auditors' remuneration for non audit work

-

(9,000

)

5.	EXCEPTIONAL ITEMS

Period

1.8.24

to

Year Ended

31.1.26

31.7.24

£

£

Profit/loss on sale of operatn

(1,000

)

-