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REGISTERED NUMBER: 12133415 (England and Wales)







Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 1st August 2024 to 31st January 2026

for

SPD001 Limited

SPD001 Limited (Registered number: 12133415)






Contents of the Consolidated Financial Statements
for the Period 1st August 2024 to 31st January 2026




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 8

Consolidated Income Statement 12

Consolidated Other Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Cash Flow Statement 19

Notes to the Consolidated Financial Statements 20


SPD001 Limited

Company Information
for the Period 1st August 2024 to 31st January 2026







DIRECTORS: S Dewani
P Dewani



REGISTERED OFFICE: Beech House
Brotherswood Court
Almondsbury
Bristol
South Glos
BS32 4QW



REGISTERED NUMBER: 12133415 (England and Wales)



SENIOR STATUTORY AUDITOR: Matthew Dobbins FCA



AUDITORS: Dunkley's,
Statutory Auditor
Chartered Certified Accountants
Woodlands Grange
Woodlands Lane
Bradley Stoke
Bristol
BS32 4JY

SPD001 Limited (Registered number: 12133415)

Group Strategic Report
for the Period 1st August 2024 to 31st January 2026

The directors present their strategic report of the company and the group for the period 1st August 2024 to 31st January 2026.

REVIEW OF BUSINESS
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. It 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 group's objectives.

The group regularly monitors KPIs in alignment with the industry in which it operates, directors have monitored the group's progress in the period by use of financial and non-financial KPIs such as turnover of £53.7m (£31.8m 2024), 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.


SPD001 Limited (Registered number: 12133415)

Group Strategic Report
for the Period 1st August 2024 to 31st January 2026

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 group's 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 closely 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

SPD001 Limited (Registered number: 12133415)

Group Strategic Report
for the Period 1st August 2024 to 31st January 2026

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 flexible 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.


SPD001 Limited (Registered number: 12133415)

Group Strategic Report
for the Period 1st August 2024 to 31st January 2026

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 it's 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 it's 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:





S Dewani - Director


30th October 2026

SPD001 Limited (Registered number: 12133415)

Report of the Directors
for the Period 1st August 2024 to 31st January 2026

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

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

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

S Dewani
P Dewani

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
The donations made during the year are all charitable and not political in any way.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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

SPD001 Limited (Registered number: 12133415)

Report of the Directors
for the Period 1st August 2024 to 31st January 2026


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

ON BEHALF OF THE BOARD:





S Dewani - Director


30th October 2026

Report of the Independent Auditors to the Members of
SPD001 Limited

Opinion
We have audited the financial statements of SPD001 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st January 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st January 2026 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
SPD001 Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 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 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.

Report of the Independent Auditors to the Members of
SPD001 Limited


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.

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:
o identifying, evaluating and complying with laws and regulations, including whether management was aware of any instances of non-compliance;
o detecting and responding to the risks of fraud and whether management had knowledge of any actual, suspected or alleged fraud; and
o 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.

Report of the Independent Auditors to the Members of
SPD001 Limited


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,
Statutory Auditor
Chartered Certified Accountants
Woodlands Grange
Woodlands Lane
Bradley Stoke
Bristol
BS32 4JY

30th October 2026

SPD001 Limited (Registered number: 12133415)

Consolidated Income Statement
for the Period 1st August 2024 to 31st January 2026

Period
1/8/24
to Year Ended
31/1/26 31/7/24
Notes £    £   

TURNOVER 53,764,237 31,786,472

Cost of sales (33,703,612 ) (21,172,422 )
GROSS PROFIT 20,060,625 10,614,050

Administrative expenses (17,661,841 ) (13,396,010 )
2,398,784 (2,781,960 )

Other operating income 131,716 428,276
OPERATING PROFIT/(LOSS) 4 2,530,500 (2,353,684 )

Profit/loss on disposal of
subsidiary 5 (760 ) -
2,529,740 (2,353,684 )

Interest receivable and similar income - 64
PROFIT/(LOSS) BEFORE TAXATION 2,529,740 (2,353,620 )

Tax on profit/(loss) 6 (1,215,766 ) (194,475 )
PROFIT/(LOSS) FOR THE FINANCIAL PERIOD 1,313,974 (2,548,095 )
Profit/(loss) attributable to:
Owners of the parent 1,313,974 (2,548,095 )

SPD001 Limited (Registered number: 12133415)

Consolidated Other Comprehensive Income
for the Period 1st August 2024 to 31st January 2026

Period
1/8/24
to Year Ended
31/1/26 31/7/24
Notes £    £   

PROFIT/(LOSS) FOR THE PERIOD 1,313,974 (2,548,095 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 1,313,974 (2,548,095 )

Total comprehensive income attributable to:
Owners of the parent 1,313,974 (2,548,095 )

SPD001 Limited (Registered number: 12133415)

Consolidated Balance Sheet
31st January 2026

31.1.26 31.7.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 - 2,101,065
Tangible assets 9 1,940,024 1,767,190
Investments 10 - -
1,940,024 3,868,255

CURRENT ASSETS
Debtors 11 9,799,861 10,679,415
Cash at bank and in hand 7,623,239 5,476,279
17,423,100 16,155,694
CREDITORS
Amounts falling due within one year 12 16,752,154 18,812,799
NET CURRENT ASSETS/(LIABILITIES) 670,946 (2,657,105 )
TOTAL ASSETS LESS CURRENT LIABILITIES 2,610,970 1,211,150

PROVISIONS FOR LIABILITIES 16 342,107 256,261
NET ASSETS 2,268,863 954,889

CAPITAL AND RESERVES
Called up share capital 17 1,000 1,000
Share premium 18 9,946,368 9,946,368
Retained earnings 18 (7,678,505 ) (8,992,479 )
SHAREHOLDERS' FUNDS 2,268,863 954,889

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





S Dewani - Director


SPD001 Limited (Registered number: 12133415)

Company Balance Sheet
31st January 2026

31.1.26 31.7.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 - -
Tangible assets 9 - -
Investments 10 18,992,368 18,992,368
18,992,368 18,992,368

CURRENT ASSETS
Cash at bank 940,441 896

CREDITORS
Amounts falling due within one year 12 10,202,015 9,259,954
NET CURRENT LIABILITIES (9,261,574 ) (9,259,058 )
TOTAL ASSETS LESS CURRENT LIABILITIES 9,730,794 9,733,310

CAPITAL AND RESERVES
Called up share capital 17 1,000 1,000
Share premium 18 9,946,368 9,946,368
Retained earnings 18 (216,574 ) (214,058 )
SHAREHOLDERS' FUNDS 9,730,794 9,733,310

Company's (loss)/profit for the financial year (2,516 ) 6,975

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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





S Dewani - Director


SPD001 Limited (Registered number: 12133415)

Consolidated Statement of Changes in Equity
for the Period 1st August 2024 to 31st January 2026

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st August 2023 1 (6,444,384 ) 9,946,368 3,501,985

Changes in equity
Issue of share capital 999 - - 999
Total comprehensive income - (2,548,095 ) - (2,548,095 )
Balance at 31st July 2024 1,000 (8,992,479 ) 9,946,368 954,889

Changes in equity
Total comprehensive income - 1,313,974 - 1,313,974
Balance at 31st January 2026 1,000 (7,678,505 ) 9,946,368 2,268,863

SPD001 Limited (Registered number: 12133415)

Company Statement of Changes in Equity
for the Period 1st August 2024 to 31st January 2026

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st August 2023 1,000 (221,033 ) 9,946,368 9,726,335

Changes in equity
Total comprehensive income - 6,975 - 6,975
Balance at 31st July 2024 1,000 (214,058 ) 9,946,368 9,733,310

Changes in equity
Total comprehensive income - (2,516 ) - (2,516 )
Balance at 31st January 2026 1,000 (216,574 ) 9,946,368 9,730,794

SPD001 Limited (Registered number: 12133415)

Consolidated Cash Flow Statement
for the Period 1st August 2024 to 31st January 2026

Period
1/8/24
to Year Ended
31/1/26 31/7/24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 8,170,999 1,370,487
Tax paid (855,557 ) (426,866 )
Net cash from operating activities 7,315,442 943,621

Cash flows from investing activities
Purchase of tangible fixed assets (1,102,649 ) (1,115,628 )
Sale of tangible fixed assets 250 6,006
Interest received - 64
Net cash from investing activities (1,102,399 ) (1,109,558 )

Cash flows from financing activities
Loan repayments in year (2,253,000 ) (423,000 )
Related party balances (4,055,659 ) 1,253,030
Amount introduced by directors (11,424 ) -
Amount withdrawn by directors 2,254,000 (210,176 )
Net cash from financing activities (4,066,083 ) 619,854

Increase in cash and cash equivalents 2,146,960 453,917
Cash and cash equivalents at beginning of period 2 5,476,279 5,022,362

Cash and cash equivalents at end of period 2 7,623,239 5,476,279

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Cash Flow Statement
for the Period 1st August 2024 to 31st January 2026

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 2,529,740 (2,353,620 )
Depreciation charges 3,031,536 4,087,540
Profit on disposal of fixed assets (250 ) (6 )
Loss on disposal of subsidiary 760 -
Finance income - (64 )
5,561,786 1,733,850
Decrease in trade and other debtors 7,085,947 7,194,534
Decrease in trade and other creditors (4,476,734 ) (7,557,897 )
Cash generated from operations 8,170,999 1,370,487

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 31st January 2026
31/1/26 1/8/24
£    £   
Cash and cash equivalents 7,623,239 5,476,279
Year ended 31st July 2024
31/7/24 1/8/23
£    £   
Cash and cash equivalents 5,476,279 5,026,965
Bank overdrafts - (4,603 )
5,476,279 5,022,362


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 5,476,279 2,146,960 7,623,239
5,476,279 2,146,960 7,623,239
Debt
Debts falling due within 1 year (2,253,000 ) 2,253,000 -
(2,253,000 ) 2,253,000 -
Total 3,223,279 4,399,960 7,623,239

SPD001 Limited (Registered number: 12133415)

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

1. STATUTORY INFORMATION

SPD001 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General 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 sterling (£), which is the functional currency of the company.

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

The turnover figure is wholly made up of services rendered.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of five years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 20% on cost
Motor vehicles - 20% on cost

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

2. ACCOUNTING POLICIES - continued

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and all subsidiary undertakings controlled by the parent company. Subsidiaries are consolidated from the date control is obtained until the date control ceases.

The financial statements of all group companies are prepared to the same reporting date and, where necessary, adjustments are made to ensure consistency of accounting policies.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Goodwill arising on consolidation is recognised as an intangible asset and amortised over its estimated useful economic life. Goodwill is reviewed for impairment where indicators of impairment exist.

3. EMPLOYEES AND DIRECTORS
Period
1/8/24
to Year Ended
31/1/26 31/7/24
£    £   
Wages and salaries 28,586,799 18,214,473
Social security costs 2,903,387 1,488,499
Other pension costs 477,089 319,443
31,967,275 20,022,415

The average number of employees during the period was as follows:
Period
1/8/24
to Year Ended
31/1/26 31/7/24

Management 12 22
Care 673 631
Admin 26 57
711 710

Period
1/8/24
to Year Ended
31/1/26 31/7/24
£    £   
Directors' remuneration - -

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

4. OPERATING PROFIT/(LOSS)

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

Period
1/8/24
to Year Ended
31/1/26 31/7/24
£    £   
Depreciation - owned assets 929,815 485,434
Profit on disposal of fixed assets (250 ) (6 )
Goodwill amortisation 2,101,065 3,601,826
Auditors' remuneration 51,481 118,340
Auditors' remuneration for non audit work 4,800 46,470

5. EXCEPTIONAL ITEMS
Period
1/8/24
to Year Ended
31/1/26 31/7/24
£    £   
Profit/loss on disposal of
subsidiary (760 ) -

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period
1/8/24
to Year Ended
31/1/26 31/7/24
£    £   
Current tax:
UK corporation tax 1,191,820 104,303

Deferred tax 23,946 90,172
Tax on profit/(loss) 1,215,766 194,475

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

6. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1/8/24
to Year Ended
31/1/26 31/7/24
£    £   
Profit/(loss) before tax 2,529,740 (2,353,620 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

632,435

(588,405

)

Effects of:
Expenses not deductible for tax purposes 542,896 913,930
Capital allowances in excess of depreciation (50,169 ) (86,002 )
Utilisation of tax losses - (158,898 )
Deferred Tax adjustments 23,946 90,172
due for group companies

Change in tax rate (7,794 ) -
Impairment of goodwill - 23,678
S455 tax 74,452 -
Total tax charge 1,215,766 194,475

7. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


8. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1st August 2024 18,009,134
Disposals (948 )
At 31st January 2026 18,008,186
AMORTISATION
At 1st August 2024 15,908,069
Amortisation for period 2,101,065
Eliminated on disposal (948 )
At 31st January 2026 18,008,186
NET BOOK VALUE
At 31st January 2026 -
At 31st July 2024 2,101,065

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

9. TANGIBLE FIXED ASSETS

Group
Improvements
to Plant and Motor
property machinery vehicles Totals
£    £    £    £   
COST
At 1st August 2024 917,964 2,656,480 255,145 3,829,589
Additions 104,663 965,776 32,210 1,102,649
Disposals - - (5,400 ) (5,400 )
At 31st January 2026 1,022,627 3,622,256 281,955 4,926,838
DEPRECIATION
At 1st August 2024 419,405 1,585,528 57,466 2,062,399
Charge for period 192,695 656,398 80,722 929,815
Eliminated on disposal - - (5,400 ) (5,400 )
At 31st January 2026 612,100 2,241,926 132,788 2,986,814
NET BOOK VALUE
At 31st January 2026 410,527 1,380,330 149,167 1,940,024
At 31st July 2024 498,559 1,070,952 197,679 1,767,190

10. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st August 2024
and 31st January 2026 18,992,368
NET BOOK VALUE
At 31st January 2026 18,992,368
At 31st July 2024 18,992,368

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Evolve Care Group (A) Limited
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Management care and support
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 7,170,249 6,380,126
Profit/(loss) for the period/year 790,123 (45,984 )

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

10. FIXED ASSET INVESTMENTS - continued

Angela Court Limited
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: No longer trading
%
Class of shares: holding
Ordinary A 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves (49,479 ) (39,492 )
Loss for the period/year (9,887 ) (36,218 )

Gibraltar Care Village Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves (1,286,780 ) (1,662,868 )
Profit for the period/year 376,088 39,477

Frome Care Village Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary A 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 1,426 (305,305 )
Profit for the period/year 306,731 297,980

Heanton Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary A 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 894,247 570,236
Profit/(loss) for the period/year 324,011 (27,467 )

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

10. FIXED ASSET INVESTMENTS - continued

Hatherleigh Care Village Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary A 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 1,381,463 1,088,640
Profit for the period/year 292,823 341,283

Sundial View Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 1,294,949 1,021,998
Profit for the period/year 272,951 215,539

Edenmore Care Limited
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary A 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 1,260,851 956,752
Profit for the period/year 304,099 200,089

TC Operation Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 426,685 173,866
Profit for the period/year 252,819 110,193

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

10. FIXED ASSET INVESTMENTS - continued

Ramram Care Services 2 Limited
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Non-trading
%
Class of shares: holding
Ordinary
31.1.26 31.7.24
£    £   
Aggregate capital and reserves - (5,522 )
Loss for the period/year - (1,734 )

On 8th April 2025 TCOPC1 Limited was acquired by Ramram Limited

On 8th April 2025 TCOPC1 Limited was re-named to Ramram Care Services 2 Limited

On 8 April 2025, the Group disposed of its interest in Ramram Care Services 2 Limited as part of a group reorganisation. The investment had a carrying value of £1,000 immediately prior to disposal. No consideration was received, resulting in a loss on disposal of £760 recognised in the Consolidated Income Statement.

TCOPC Limited
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Non-trading
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves (40,426 ) (10,912 )
Loss for the period/year (29,514 ) (7,164 )

Ramram Care Services 1 Limited
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Non-trading
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves (9,577 ) (6,483 )
Loss for the period/year (3,094 ) (1,614 )

On 8th April 2025 Thistle Court Operation 1 Limited was acquired by Ramram Limited

On 8 April 2025 Thistle Court Operation 1 Limited was renamed to Ramram Care Services 1 Limited.

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

10. FIXED ASSET INVESTMENTS - continued

Catherine House Ltd
Registered office: Beech House, Brotherswood Court, Almondsbury, Bristol, England, BS32 4QW
Nature of business: Operation of care homes
%
Class of shares: holding
Ordinary 100.00
31.1.26 31.7.24
£    £   
Aggregate capital and reserves 673,648 143,041
Profit for the period/year 530,607 57,332


11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31.1.26 31.7.24
£    £   
Trade debtors 3,234,166 2,232,114
Amounts owed by group undertakings 6,397,401 -
Other debtors 31,783 8,063,235
Directors' loan accounts - 208,176
Called up share capital not paid 1,000 1,000
Prepayments and accrued income 135,511 174,890
9,799,861 10,679,415

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.1.26 31.7.24 31.1.26 31.7.24
£    £    £    £   
Other loans (see note 13) - 2,253,000 - 2,253,000
Trade creditors 3,327,746 6,782,217 1,520 -
Amounts owed to group undertakings 2,361,338 65,601 7,947,595 6,944,180
Tax 535,226 198,963 (100 ) 2,325
Social security and other taxes 658,333 725,151 - -
VAT 316 8,084 - -
Other creditors 3,032,106 5,784,418 - -
Directors' loan accounts 2,033,400 - 2,253,000 -
Accrued expenses 4,803,689 2,995,365 - 60,449
16,752,154 18,812,799 10,202,015 9,259,954

13. LOANS

An analysis of the maturity of loans is given below:

Group Company
31.1.26 31.7.24 31.1.26 31.7.24
£    £    £    £   
Amounts falling due within one year or on demand:
Other loans - 2,253,000 - 2,253,000

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

14. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.1.26 31.7.24
£    £   
Other loans - 2,253,000

There are fixed and floating charges over all assets of the group inclusive of fixed assets, debtors and stock as security of the amount detailed above. The charges were registered with Companies House on 03 July 2020 and remain unsettled at the year end.

15. 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.

16. PROVISIONS FOR LIABILITIES

Group
31.1.26 31.7.24
£    £   
Deferred tax
Accelerated capital allowances 298,893 127,756
Other timing differences (18,686 ) (37,584 )
Deferred tax 61,900 166,089
342,107 256,261

Group
Deferred
tax
£   
Balance at 1st August 2024 256,261
Accelerated Capital Allowances 67,160
Losses
Other Timing Differences 18,686
Balance at 31st January 2026 342,107

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.1.26 31.7.24
value: £    £   
1,000 Ordinary £1 1,000 1,000

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

18. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1st August 2024 (8,992,479 ) 9,946,368 953,889
Profit for the period 1,313,974 1,313,974
At 31st January 2026 (7,678,505 ) 9,946,368 2,267,863

Company
Retained Share
earnings premium Totals
£    £    £   

At 1st August 2024 (214,058 ) 9,946,368 9,732,310
Deficit for the period (2,516 ) (2,516 )
At 31st January 2026 (216,574 ) 9,946,368 9,729,794


19. PENSION COMMITMENTS

During the year, the group operated a defined contribution pension scheme through an external provider.

Employer contributions to the scheme for the year totalled £477,089 (2024 - £311,519).

Accrued pension contributions outstanding at the balance sheet date totalled £74,739 (2024- £158,355).

20. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the period ended 31st January 2026 and the year ended 31st July 2024:

31.1.26 31.7.24
£    £   
P Dewani and S Dewani
Balance outstanding at start of period 209,176 -
Amounts advanced 11,424 209,176
Amounts repaid (2,254,000 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of period (2,033,400 ) 209,176

21. RELATED PARTY DISCLOSURES

Other related parties
31.1.26 31.7.24
£    £   
Rent paid 6,019,180 4,055,570
Amount due from related party 4,033,962 4,801,149

SPD001 Limited (Registered number: 12133415)

Notes to the Consolidated Financial Statements - continued
for the Period 1st August 2024 to 31st January 2026

21. RELATED PARTY DISCLOSURES - continued

Amounts owing to/from the KKP Group Limited and PSP Group Limited, entities under common control, are interest-free, unsecured and repayable on demand.