ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 09379419

BLACKSTOWN HOLDINGS LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

TWP Accounting LLP

Chartered Accountants & Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE

BLACKSTOWN HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Dr K E Graham
	W E Graham


Registered number	09379419


Registered office	20 Cranley Road
	Hersham
	Walton-on-Thames
	Surrey
	KT12 5BP


Independent auditor	TWP Accounting LLP
	Chartered Accountants & Statutory Auditors
	Church Street
	Weybridge
	Surrey
	KT13 8DE

BLACKSTOWN HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 6
Independent Auditor's Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12 - 13
Company Balance Sheet	14
Consolidated Statement of Changes in Equity	15
Company Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17 - 18
Consolidated Analysis of Net Debt	19
Notes to the Financial Statements	20 - 40

BLACKSTOWN HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

We aim to present a balanced and comprehensive review of the development and performance of our business during the period and its position at the period end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.
We develop and operate high quality homes for people with high dependency long term care needs, ranging from older people with dementia to younger people with severe disabilities.
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the group, these being:

Key Performance Indicators
	2024	2023
	£	£

Turnover	62,682,173	51,085,628
EBITDAR	20,656,438	18,050,588

Turnover and EBITDAR have increased when compared to the previous year. This is largely due to the increase in average occupancy levels following the COVID-19 pandemic, along with annual incremental increases on fees.

The care home subsidiaries in our group consistently strives to maintain high quality standards. The Directors continue to take immediate measured steps to address and deal with any matters requiring improvement including and not limited to the agreement of specific action plans with the CQC.

Uncertainty remains around the increases in staffing costs arising from increases in the National Living Wage and Employer’s National Insurance Contributions. This could put downward pressure on future profitability of the business. However, the government’s continued commitment to including care work on the shortage occupations list means that the necessary number of care workers can be recruited from abroad so that the business can maintain full staffing continuously. We expect this to continue for the foreseeable future.

At the end of 2024, we owned and operated eight homes in Surrey, Kent and Sussex for nearly 800 residents:


	Number of Resident Places

Hazeldene House, Tunbridge Wells	80
Hawkinge House, Folkestone	184
Cornford House, Tunbridge Wells	76
Hawkhurst House, near Cranbrook	93
Woodchurch House, near Ashford, Kent	78
Harpwood Care Home, near Sevenoaks	100
Whitstable House, Whitstable	101
Rodwell House, Addlestone	79
Total	791

Page 1

BLACKSTOWN HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

We also continued to work on a number of development sites in line with our commitment to expand by building new care facilities in the South East of England.
Our full development pipeline (all with full planning permission) at year-end was as follows:


	Number of Resident Places

	Additional building on the same site as Cornford House, Tunbridge Wells	136
	Block of Care Apartments beside Woodchurch House	20
	Block of Approach Road to Broomfield Hospital in Chelmsford	96
	Former NHS site at Southlands, near Sittingbourne	96
	Care Suite development beside Estuary View Medical Centre, Whitstable	140
	Site on the edge of Bishopswood Golf Course, near Basingstoke	138
	Total	626

During the year, the additional 38 rooms of the new Harpwood House were completed. The first of the two buildings beside Estuary View Medical View Medical Centre in Whitstable was completed and registered with CQC just before year end 2023.
When complete, the development programme of 626 units means that we will have a total of 1417 places. These developments further enhance the group as a network of purpose-built accommodation designed to higher standards than the industry norm.
Flexifly Aircraft Hire Limited - During the year, our service continued to trade satisfactorily and we sold one of the aircrafts.

Blackstown Farm Limited - During the year, we continued to rent out most of the land and buildings and conducted agricultural operations on the remainder.

Page 2

BLACKSTOWN HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Our main distinguishing features are considered to be:
1. Care Suites
Our new developments are based around the "care suite" model, which provides 20-27m2 for each resident (vs. 15m-18m2 in a purpose build care home) so that they can consider the suite to be their home rather than their bedroom.
2. Relationship Centred Care TM
We have adopted Relationship Centred Care™ as our principal approach to care provision, with the aim of building stronger relationships between residents, staff, relatives, friends, etc. This takes the well-established concept of Person Centred Care one step further with the recognition that to enable residents to be happy and fulfilled; we need to get to know them better and to understand their past and present relationships with others.
3. Servant leadership
Servant Leadership is based on the desire to serve others. The servant-leader essentially acts as servant, rather than as a master. "Service" in this context is not to be confused with "servitude." Servitude implies being in a one down position to another person and giving from a place of "need to" or "have to.” True service, by contrast, stems from a desire to give from the heart. It is freely shared without first seeking something in return. The sheer joy of giving is the reward gained from this level of service.
Most organisations today still lead by a Command & Control style of leadership. Servant Leadership is a more consensual form of leadership that recognises the value of people to fulfil the organisation's mission. It is about engaging everyone involved and using their talents to the full.
Against this background, we feel that the company is well positioned to continue its investment in new facilities and to reinforce its position as a leading provider of long-term care in each of the areas in which it operates.

Directors' Statement of Compliance

The directors of Blackstown Holdings Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company and the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in section 172(1)(af) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2023.
Post Balance Sheet Events
On 18 August 2025, the Group sold its entire shareholding of five indirect wholly owned subsidiaries, Cornford House Limited, Hawkinge House Limited, Hazeldene House Limited, Hawkhurst House Limited and Woodchurch House Limited. The Group has simultaneously settled all bank loan facilities.

This report was approved by the board on 19 September 2025 and signed on its behalf.

................................................

W E Graham

Director

Page 3

BLACKSTOWN HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the group was the provision of accommodation and care for people with on-going personal and nursing care needs. The group also includes ownership of:
• Flexifly Aircraft Hire Limited which provides short term hire of two Pilatus PC-12 aircrafts to clients who take
responsibility for operating these themselves.
• 175 acres of farmland in Northern Ireland.

Results and dividends

The profit for the year, after taxation, amounted to £13,422,724 (2023 - £9,701,498).

During the year the company paid dividends of £1,235,000 (2023 - £578,000).

Directors

The directors who served during the year were:

Dr K E Graham

W E Graham

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.

Page 4

BLACKSTOWN HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Charitable Donations

During the year, the group made charitable donations for the general purposes of the following charities:
£300 - Alzheimer's Research UK
£39,600 - Christianity Explored
£20,000 - Co - Mission Initiative Trust
£6,000 - Insight
£6,000 - Kings Church
£20,000 - Lansdowne Church
£4,000 - Leyton Community Church
£10,000 - Reach South Academy Trust
£4,000 - Rehoboth Christian Centre
£1,200 - Synergy Christian Trust
£5,000 - The Centre for Enterprise, Markets & Ethics
£27,750 - Globe Church
£20,000 - Wycliffe Bible Translators

Engagement with employees

The group operates a framework for employee information and consultation, which complies with the requirements of the Information and Consultation of Employees Regulations 2004. During the year, the policy of providing employees with information about the group has continued by holding regular meetings between local management and employees. These meetings allow a free flow of information and ideas.

Engagement with suppliers, customers and others

We aim to treat our supply chains fairly and transparently and to work together to deliver high quality care to our residents. Our industry needs are changing, becoming more complex and requiring increasing levels of investment in technology. It is critically important that we listen closely to our customers, be easy to work with and deliver industry leading care. The Company continues to engage directly with its suppliers and customers.

Disabled employees

The group gives full consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where existing employees become disabled, it is the group's policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.

Greenhouse gas emissions, energy consumption and energy efficiency action

The group consists of medium sized subsidiaries and the company’s energy consumption is below 40,000 kWh per annum. The company and group are exempt from providing the disclosures set out in the Streamlined Energy and Carbon Reporting (SECR) requirements.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 5

BLACKSTOWN HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Post balance sheet events

On 18 August 2025, the Group sold its entire shareholding of five indirect wholly owned subsidiaries, Cornford House Limited, Hawkinge House Limited, Hazeldene House Limited, Hawkhurst House Limited and Woodchurch House Limited. The Group has simultaneously settled all bank loan facilities.

Auditor

The auditor, TWP Accounting LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 19 September 2025 and signed on its behalf.

................................................

W E Graham

Director

Page 6

BLACKSTOWN HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKSTOWN HOLDINGS LIMITED

Opinion

We have audited the financial statements of Blackstown Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Page 7

BLACKSTOWN HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKSTOWN HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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

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

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 8

BLACKSTOWN HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKSTOWN HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

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

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

∙Obtain an understanding of the policies and procedures management have in place to detect and prevent fraud and non-compliance with laws and regulations.

∙Enquire of management any cases of actual or suspected fraud and non-compliance with laws and regulations.

∙Enquire of management, those charged with governance and the entity’s solicitors (or in-house legal team) around actual and potential litigation and claims.

∙Reviewing minutes of meetings of those charged with governance.

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

∙Assess the key risk areas within the financial statements which are susceptible to fraud or error and design our audit approach thereon.

∙Perform substantive tests on a sample of transactions throughout the financial statements to ensure that no material errors have been identified.

∙Perform cut off tests on a sample of transactions to ensure income has been accounted for in the correct period.

∙Review of after year end information to ensure expenditure has been accounted for in the correct period.

∙Perform analytical review procedures to identify any irregularities and investigation thereon.

∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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 Auditor's Report.

Page 9

BLACKSTOWN HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKSTOWN HOLDINGS LIMITED (CONTINUED)

Use of our report

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

Philip Munk FCA, FCCA (Senior Statutory Auditor)

for and on behalf of

TWP Accounting LLP

Chartered Accountants

Statutory Auditors

Church Street

Weybridge

Surrey

KT13 8DE

20 September 2025

Page 10

BLACKSTOWN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	3	62,682,173	51,085,628
Cost of sales		(42,080,439)	(33,107,087)
Gross profit		20,601,734	17,978,541
Administrative expenses		(2,996,451)	(2,363,349)
Other operating income	4	55,946	72,047
Fair value movements - Farm Land & Buildings		180,862	300,111
Operating profit	5	17,842,091	15,987,350
Interest receivable and similar income	8	165,883	39,471
Interest payable and similar expenses	9	(3,645,680)	(3,390,097)
Fair value movements - Other fixed assets	15	1,929,658	191,412
Profit before taxation		16,291,952	12,828,136
Tax on profit	11	(2,869,228)	(3,126,638)
Profit for the financial year		13,422,724	9,701,498


Unrealised surplus on revaluation of tangible fixed assets	32,696,651	26,138,801
Deferred tax on revaluation of tangible fixed assets	(8,214,000)	(6,534,700)
Other comprehensive income for the year	24,482,651	19,604,101

Total comprehensive income for the year	37,905,375	29,305,599

Profit for the year attributable to:
Owners of the parent Company	13,422,724	9,701,498
	13,422,724	9,701,498

The notes on pages 20 to 40 form part of these financial statements.

Page 11

BLACKSTOWN HOLDINGS LIMITED

REGISTERED NUMBER: 09379419

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	14		267,114,541		231,549,273
Investments	15		16,642,677		7,863,601
Investment property	16		4,460,000		4,270,000
			288,217,218		243,682,874
Current assets
Stocks	17	13,368,002		14,270,159
Debtors	18	9,629,479		6,714,330
Cash at bank and in hand	19	4,573,554		3,858,077
		27,571,035		24,842,566
Creditors: amounts falling due within one year	20	(20,829,399)		(18,073,761)
Net current assets			6,741,636		6,768,805
Total assets less current liabilities			294,958,854		250,451,679
Creditors: amounts falling due after more than one year	21		(44,339,526)		(46,139,526)
Provisions for liabilities
Deferred taxation	23	(42,128,180)		(32,491,380)
			(42,128,180)		(32,491,380)
Net assets			208,491,148		171,820,773

Capital and reserves
Called up share capital	24	4,100	4,100
Revaluation reserve	25	113,270,710	88,802,134
Profit and loss account	25	95,216,338	83,014,539
		208,491,148	171,820,773

Page 12

BLACKSTOWN HOLDINGS LIMITED

REGISTERED NUMBER: 09379419

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2025.

................................................

W E Graham

Director

The notes on pages 20 to 40 form part of these financial statements.

Page 13

BLACKSTOWN HOLDINGS LIMITED

REGISTERED NUMBER: 09379419

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		15,155,630		7,108,787
			15,155,630		7,108,787
Current assets
Debtors	18	34,679,542		32,466,329
Cash at bank and in hand	19	38,837		8,128
		34,718,379		32,474,457
Creditors: amounts falling due within one year	20	(40,058,054)		(30,005,488)
Net current (liabilities)/assets			(5,339,675)		2,468,969
Total assets less current liabilities			9,815,955		9,577,756
Net assets			9,815,955		9,577,756

Capital and reserves
Called up share capital	24	4,100	4,100
Profit and loss account	25	9,811,855	9,573,656
		9,815,955	9,577,756

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2025.

................................................

W E Graham

Director

The notes on pages 20 to 40 form part of these financial statements.

Page 14

BLACKSTOWN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	4,100	69,223,556	73,865,518	143,093,174
Comprehensive income for the year
Profit for the year	-	-	9,701,498	9,701,498
Surplus on revaluation of freehold properties	-	26,501,167	-	26,501,167
Surplus/(Deficit) on revaluation of aircrafts after deferred tax	-	(271,774)	-	(271,774)
Deferred tax on revaluation of freehold properties	-	(6,625,292)	-	(6,625,292)
Total comprehensive income for the year	-	19,604,101	9,701,498	29,305,599
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(578,000)	(578,000)
Transfer to/from profit and loss account	-	(25,523)	25,523	-

At 1 January 2024	4,100	88,802,134	83,014,539	171,820,773
Comprehensive income for the year
Profit for the year	-	-	13,422,724	13,422,724
Surplus on revaluation of freehold properties	-	33,747,513	-	33,747,513
Surplus/(Deficit) on revaluation of aircrafts after deferred tax	-	(827,984)	-	(827,984)
Deferred tax on revaluation of freehold properties	-	(8,436,878)	-	(8,436,878)
Total comprehensive income for the year	-	24,482,651	13,422,724	37,905,375
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,235,000)	(1,235,000)
Transfer to/from profit and loss account	-	(14,075)	14,075	-
At 31 December 2024	4,100	113,270,710	95,216,338	208,491,148

The notes on pages 20 to 40 form part of these financial statements.

Page 15

BLACKSTOWN HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	4,100	10,003,985	10,008,085

Profit for the year	-	147,671	147,671
Dividends: Equity capital	-	(578,000)	(578,000)

At 1 January 2024	4,100	9,573,656	9,577,756

Profit for the year	-	1,473,199	1,473,199
Dividends: Equity capital	-	(1,235,000)	(1,235,000)
At 31 December 2024	4,100	9,811,855	9,815,955

The notes on pages 20 to 40 form part of these financial statements.

Page 16

BLACKSTOWN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	13,422,724	9,701,498
Adjustments for:
Depreciation of tangible assets	890,386	803,204
(Profit)/Loss on disposal of tangible assets	(359,196)	298,023
Interest paid	3,645,680	3,390,097
Interest received	(165,883)	(39,471)
Taxation charge	2,869,228	3,126,638
Decrease in stocks	902,157	12,880,637
(Increase)/decrease in debtors	(2,851,677)	58,297
(Increase)/decrease in amounts owed by related companies	(63,472)	83,122
Increase in creditors	70,936	1,212,896
Net fair value (gains) recognised in P&L	(2,110,520)	(491,523)
Corporation tax (paid)	(90,950)	(2,082,003)
Net cash generated from operating activities	16,159,413	28,941,415

Cash flows from investing activities
Purchase of tangible fixed assets	(6,588,239)	(29,248,656)
Sale of tangible fixed assets	3,231,674	90,293
Purchase of investment property improvements	(9,138)	(19,890)
Purchase of precious metals	(6,905,875)	(2,062,275)
Interest received	165,883	39,471
Net cash from investing activities	(10,105,695)	(31,201,057)

Page 17

BLACKSTOWN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
New secured loans	1,342,439	9,143,224
Repayment of loans	(1,800,000)	(1,800,000)
Dividends paid	(1,235,000)	(578,000)
Interest paid	(3,645,680)	(3,390,097)
Net cash used in financing activities	(5,338,241)	3,375,127
Net increase in cash and cash equivalents	715,477	1,115,485
Cash and cash equivalents at beginning of year	3,858,077	2,742,592
Cash and cash equivalents at the end of year	4,573,554	3,858,077

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,573,554	3,858,077
	4,573,554	3,858,077

The notes on pages 20 to 40 form part of these financial statements.

Page 18

BLACKSTOWN HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	New finance	At 31 December 2024
£	£	£	£

Cash at bank and in hand	3,858,077	715,477	-	4,573,554
Debt due after 1 year	(46,139,526)	1,800,000	-	(44,339,526)
Debt due within 1 year	(12,625,724)	-	(1,341,613)	(13,967,337)
	(54,907,173)	2,515,477	(1,341,613)	(53,733,309)

The notes on pages 20 to 40 form part of these financial statements.

Page 19

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Blackstown Holdings Limited is incorporated in England and Wales and limited by shares. The address of the registered office is given in the company information of these financial statements. The nature of the company's operations and principal activity is a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

2.3

Going concern

The financial statements have been prepared on a going concern basis. The Group is reliant upon the continued support of it's bankers to provide the financing Graham Care (YB) Limited, a wholly owned subsidiary to the Company. Graham Care (YB) Limited has a bank loan facility of £40,961,040 which is due for renewal in February 2025.
As at the date of approval of these financial statements, the Group has settled all bank loan facilities.
The Directors have also considered the impact of the disposal of the Group’s five indirect wholly owned subsidiaries on 18 August 2025 and remain confident that the Group and the Company possess adequate financial resources to continue in operational existence for the foreseeable future. Accordingly, the Directors consider the adoption of the going concern basis in preparing these financial statements to be appropriate.

Page 20

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Turnover

Nursing and residential care services
Turnover represents the fair value of the consideration received net of VAT and trade discounts based on occupancy and adjustment is made for any amounts received in advance or arrears.
Aircraft dry hire services
Turnover represents the fair value of the consideration received net of VAT and trade discounts for each time the aircraft is hired recognised on completion of the respective hire period.
Farming rental income
Turnover comprises revenue recognised by the company in respect of rental income receivable during the year, exclusive of VAT and trade discounts based on occupancy and adjustment is made for any amounts received in advance or arrears.
Digital Innovation services
The revenue stream comes from a contract with the local authorities and NHS for supporting the operation of the company’s principal activity services on an ongoing basis. Revenue is recognised to match the operating costs paid (excluding depreciation) during that period. The income received from the local authorities and NHS has no conditions and is not repayable.

2.5

Operating leases: the Group as lessee

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

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

2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 21

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

				Equipment	-	Items under £500 - 50% straight line Items above £500 - 15% reducing balance
				Motor vehicles	-	25% reducing balance

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

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

2.7

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

The freehold properties used by it's subsidiaries are recognised in the group as tangible fixed assets and any associated gains and losses and deferred taxation thereon are recognised in the revaluation reserve.
The aircrafts are recognised in the group as tangible fixed assets and any associated gains and losses and deferred taxation thereon are recognised in the profit and loss if the revaluation reserve has been exhausted.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in precious metals are carried at fair value determined annually by external valuers and derived from the current market price, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.9

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Page 22

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Stocks

Stocks and work in progress represent direct property development expenditure and are valued at the lower of cost and net realisable value after making due allowance for impairment.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.13

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.15

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.

2.16

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 23

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

2.18

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.20

Long term contracts

Profit on long term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is derived on a cost mark-up basis for related contract activity costs. Where work has been completed but not yet invoiced, profit is recognised and accrued income is included in debtors along with associated costs as accruals within creditors. Full provision is made for losses on all contracts in the year in which they are first foreseen.

2.21

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.22

Borrowing costs

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

Page 24

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.23

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

2.24

Current and deferred taxation

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

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

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

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

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

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

Page 25

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Nursing and residential care services	61,844,557	49,677,587
Aircraft dry hire services	557,674	719,352
Rental income	207,982	262,505
Management services recharge	71,960	70,000
Digital innovation services	-	356,184
	62,682,173	51,085,628

All turnover arose within the United Kingdom.

4.	Other operating income
		2024	2023
		£	£

Government grants receivable	55,946	72,047
	55,946	72,047

Research & development charged as an expense	357,826	-
Depreciation	890,386	803,204
Other operating lease rentals	99,525	60,897
Difference in foreign exchange	64,177	-

Page 26

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor's remuneration	8,970	8,520
Fees payable to the Company's auditor:
The auditing of accounts of subsidiaries of the Company	141,765	120,793
Other non-audit services	53,962	19,880

7.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	27,398,668	21,944,353	1,198,467	894,011
Social security costs	2,745,277	2,111,585	136,872	102,102
Cost of defined contribution scheme	423,709	347,110	23,718	22,868
	30,567,654	24,403,048	1,359,057	1,018,981

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Admin staff	33	29
Care home staff	894	766

	927	795

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

8.	Interest receivable
		Group 2024	Group 2023
		£	£

	Bank interest receivable	165,883	39,471
		165,883	39,471

Page 27

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest payable and similar expenses
		Group 2024	Group 2023
		£	£

	Bank interest payable	3,645,680	3,390,097
		3,645,680	3,390,097

10.	Fair value movements
		Group 2024	Group 2023
		£	£

Surplus/(deficit) on revaluation of other fixed assets	1,929,658	191,412
	1,929,658	191,412

Corporation tax
Current tax on profits for the year	1,436,999	-
Adjustments in respect of previous periods	9,428	21,740

Total current tax	1,446,427	21,740

Deferred tax
Origination and reversal of timing differences	1,377,585	3,045,697
Deferred taxation on revaluation of investment properties	45,216	59,201
Total deferred tax	1,422,801	3,104,898


	Taxation on profit on ordinary activities	2,869,228	3,126,638

Page 28

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

16,291,952

12,828,136

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	4,072,988	3,207,034
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	105,068	5,818
Capital allowances for year in excess of depreciation	(961,066)	(2,814,456)
Utilisation of tax losses	(1,180,688)	(865,306)
Adjustments to tax charge in respect of prior periods	9,428	21,740
Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax	3,415	5,118
Short-term timing difference leading to an increase (decrease) in taxation	1,377,585	3,045,697
Deferred taxation on revaluation of investment properties	45,216	59,201
Book profit on disposal	(86,520)	77,261
Capital gains on disposal of chargeable assets	90,525	-
Rollover relief on capital gain on disposal of chargeable assets	(79,093)	-
Fair value movements	(527,630)	(122,881)
Unrelieved tax losses carried forward	-	507,412
Total tax charge for the year	2,869,228	3,126,638

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2024	2023
		£	£

	Dividends paid to owners	1,235,000	578,000
		1,235,000	578,000

Page 29

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £1,473,199 (2023 - £147,671).

14.	Tangible fixed assets
	Group

	Freehold property	Equipment	Motor vehicles	Aircrafts	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	220,912,942	5,498,346	455,569	6,950,720	233,817,577
Additions	4,422,487	2,000,892	164,860	-	6,588,239
Disposals	-	(671,285)	(299,030)	(3,534,265)	(4,504,580)
Revaluations	33,803,969	-	-	49,760	33,853,729
At 31 December 2024	259,139,398	6,827,953	321,399	3,466,215	269,754,965
Depreciation
At 1 January 2024	-	2,149,635	118,669	-	2,268,304
Charge for the year on owned assets	-	823,307	67,179	-	890,486
Disposals	-	(444,775)	(73,591)	-	(518,366)
At 31 December 2024	-	2,528,167	112,257	-	2,640,424
Net book value
At 31 December 2024	259,139,398	4,299,786	209,142	3,466,215	267,114,541
At 31 December 2023	220,912,942	3,348,711	336,900	6,950,720	231,549,273

Cost or valuation at 31 December 2024 is as follows:

	Land and buildings	Aircrafts
	£	£

At cost	104,673,851	3,050,461
At valuation:
Revaluation surplus at 31 December 2024	154,465,547	415,754

	259,139,398	3,466,215

Page 30

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

Group
Cost	104,673,851	100,251,363
Accumulated depreciation	(9,716,039)	(8,609,985)
Net book value	94,957,812	91,641,378

If the aircrafts had not been included at valuation they would have been included under the historical cost convention as follows:
	2024	2023
	£	£

Group
Cost	3,050,461	5,470,028
Accumulated depreciation	(1,286,375)	(3,022,054)
Net book value	1,764,086	2,447,974

Page 31

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments
	Group

		Precious Metals
		£
	Cost or valuation
	At 1 January 2024	7,863,601
	Additions	6,905,875
	Revaluations	1,873,201
	At 31 December 2024	16,642,677

The precious metals are valued as at 31 December 2024 using quoted prices in active markets.

	Company

	Investments in subsidiary companies	Precious Metals	Total
	£	£	£
Cost or valuation
At 1 January 2024	5,801	7,102,986	7,108,787
Additions	100	6,321,833	6,321,933
Revaluations	-	1,724,910	1,724,910
At 31 December 2024	5,901	15,149,729	15,155,630

The precious metals are valued as at 31 December 2024 using quoted prices in active markets.

Page 32

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Class of shares	Holding

Flexifly Aircraft Hire Limited	Ordinary	100%
Southlands House Limited	Ordinary	100%
Harmonia Care Village Limited	Ordinary	100%
Broomfield House Chelmsford Limited	Ordinary	100%
Blackstown Farm Limited	Ordinary	100%
Graham Land & Development Limited	Ordinary	100%
Graham Care (YB) Limited	Ordinary	100%
Graham Care (BL) Limited	Ordinary	100%
Proactive Home Care (GC) Limited	Ordinary	100%
Terlingham Village Limited	Ordinary	100%
Bishopwood Freehold Limited (formerly Burgate Farm Holdings Limited)	Ordinary	100%

Digital Innovation Partnership Limited, a company in which Blackstown Holdings Limited held 100% shareholding in, was dissolved on 17 December 2024.

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Class of shares	Holding

Rodwell House Limited	Ordinary	100%
Hazeldene House Limited	Ordinary	100%
Hawkinge House Limited	Ordinary	100%
Hawkinge House PAU Limited	Ordinary	100%
Woodchurch House Limited	Ordinary	100%
Hawkinge House 2nd Floor Limited	Ordinary	100%
Hawkhurst House PAU Limited (formerly Hawkhurst House PRU Limited)	Ordinary	100%
Whitstable House Limited	Ordinary	100%
Cornford House Limited	Ordinary	100%
Harpwood House Limited	Ordinary	100%
Hawkhurst House Limited	Ordinary	100%
Whitstable House PAU Limited	Ordinary	100%

The above subsidiaries have been consolidated within the group financial statements.

Page 33

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Investment property
	Group

		Freehold investment property
		£
	Valuation
	At 1 January 2024	4,270,000
	Additions at cost	9,138
	Surplus on revaluation	180,862
	At 31 December 2024	4,460,000

The 2024 valuations were made by Shaun Irvine MRICS CAAV of J. A. McClelland & Sons (Aucts) Limited, on an open market value for existing use basis.

					2024	2023
					£	£

Revaluation reserves
Net surplus in movement properties	180,862	300,110
At 31 December 2024	180,862	300,110

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£	£

Historic cost	3,634,471	3,625,334
Accumulated depreciation and impairments	(119,794)	(96,318)
	3,514,677	3,529,016

17.	Stocks
		Group	Group
		2024	2023
		£	£

Stock	53,363	34,970
Work in progress	13,296,425	14,221,295
Store lambs	18,214	13,894
	13,368,002	14,270,159

Page 34

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due after more than one year
Amounts owed by group undertakings	-	-	15,583,128	20,071,075
Other debtors	2,995,126	257,750	2,990,472	225,173
	2,995,126	257,750	18,573,600	20,296,248
Due within one year
Trade debtors	4,896,017	5,416,023	-	-
Amounts owed by group undertakings	-	-	16,024,060	12,088,199
Amounts owed by related companies	197,363	133,891	81,782	81,782
Other debtors	1,323,875	632,330	100	100
Prepayments and accrued income	217,098	274,336	-	-
	9,629,479	6,714,330	34,679,542	32,466,329

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	4,573,554	3,858,077	38,837	8,128
	4,573,554	3,858,077	38,837	8,128

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	13,961,040	12,618,601	-	-
Trade creditors	1,296,318	1,136,530	19,415	22,728
Amounts owed to group undertakings	-	-	40,020,635	29,964,470
Amounts owed to related companies	197	197	197	197
Corporation tax	1,436,999	81,522	-	-
Other taxation and social security	797,281	659,864	-	-
Other creditors	2,165,244	1,871,964	6,497	7,323
Accruals and deferred income	1,172,320	1,705,083	11,310	10,770
	20,829,399	18,073,761	40,058,054	30,005,488

Page 35

BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Bank loans	44,339,526	46,139,526
	44,339,526	46,139,526

22.	Loans
	The group has pledged its assets as security against any bank loans and overdrafts held by the group companies. At the year end, there are amounts outstanding in respect of secured debts of £40,961,040 (2023 - £41,418,601) in Graham Care (YB) Limited and £17,339,526 (2023 - £17,339,526) in Graham Care (BL) Limited. The group's bankers have a fixed and floating charge over the company's assets
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Bank loans	13,961,040	12,618,601
Amounts falling due 1-2 years
Bank loans	1,800,000	1,800,000
Amounts falling due 2-5 years
Bank loans	42,539,526	44,339,526
	58,300,566	58,758,127

23.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(32,491,380)
	Charged in the year	(9,636,800)
	At end of year	(42,128,180)

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BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.Deferred taxation (continued)

		Group	Group
		2024	2023
		£	£

Accelerated capital allowances	(5,519,177)	(5,336,396)
Deferred tax on revaluation gains	(36,609,003)	(28,335,672)
Tax losses carried forward	-	1,180,688
	(42,128,180)	(32,491,380)

24.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

4,100 (2023 - 4,100) Ordinary Shares shares of £1.00 each	4,100	4,100

25.

Reserves

Revaluation reserve

The revaluation reserve represents the cumulate effect of revaluations of tangible fixed assets where a policy of revaluation has been adopted.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. It includes the cumulative effect of revaluations of investment properties and deferred taxation thereon totalling £1,249,652 which is not available for distribution as dividends until the properties are sold

26.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

	Not later than 1 year	93,258	130,806
		93,258	130,806

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BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Transactions with directors

Flexifly Aircraft Hire Limited
During the year, the company made rental sales totalling £82,080 (2023 - £66,200) to the directors W E Graham and K Graham on normal commercial terms. At the year end, the trade debtor that was owed to the company in relation to this was £nil (2023 - £1,406).
Blackstown Holdings Limited
At the beginning of the year the balance payable to the directors was £7,123. During the year advances totalling £1,235,836 were made to the directors and repayments by the directors during the year totalled £1,235,000. At the end of the year the balance payable to the directors was £6,297.

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BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.

Related party transactions

Hawkinge House Limited
At the balance sheet date the company were owed an amount of £nil (2023 - £419) from Dover House (GC) Limited, previously known as WP Lodge Limited, a company in which the majority shareholder is owned and controlled by the son of the Hawkinge House Limited directors.
Graham Care (YB) Limited
During the year, the company purchased consultancy services totaling £30,000 (2023 - £30,000) from Graham Associates, a partnership controlled by the directors. At the year end, £30,000 (2023 - £30,000) were owed to the partnership.
During the year, the company provided management services totalling £71,960 (2023 - £70,000) to Dover House (GC) Limited (Formerly WP Lodge LTD), a company in which the majority shareholder is owned and controlled by the son of the Blackstown Holdings Limited directors. At the balance sheet date the company were owed an amount of £115,581 (2023 - £51,690) from Dover House (GC) Limited (Formerly WP Lodge LTD).
Cornford House Limited
At the balance sheet date the company were owed an amount of £nil (2023 - £16,312) to Dover House (GC) Limited, previously known as WP Lodge Limited, a company which the son of the directors is a director and has a majority shareholding in.
Harmonia Care Village Limited
At the balance sheet date the company were owed £3,389 from (2023 - £5,057 owed to) Dover House (GC) Limited, formerly WP Lodge Limited, a company in which one of the directors is a majority shareholder and director.
At the balance sheet date the company were owed £800,000 from (2023 - £150,000 owed to) WJG Holdings Limited, a company owned and controlled by of one of the directors.
These amounts are included within other debtors in the current year and other creditors in the prior year.
Flexifly Aircraft Hire Limited
The director W E Graham has agreed to supply the use of his personally owned vehicles (marketing equipment) in exchange for the company to support the the costs towards branding, modifications and transportation of the marketing equipment at European rally events. In return, the company receives advertisement and promotion under normal commercial terms. The company paid £418,051 (2023 - £280,038) during the year for advertising and promotion costs in direct relation to the agreement.
Blackstown Holdings Limited
At the balance sheet date the company were owed an amount of £81,782 (2023 - £81,782) from WJG Holdings Limited, a company owned and controlled by the son of the Blackstown Holdings Limited directors.
At the balance sheet date the company owed an amount of £197 (2023 - £197) to Dover House (GC) Limited, a company in which the majority shareholder is owned and controlled by the son of the Blackstown Holdings Limited directors.

29.	Post balance sheet events

Harmonia Care Village Limited
Since the balance sheet date, the company has entered into a formal lease for its premises, resulting in an annual rental commitment of £90,000 until 31 May 2028 and an obligation to reinstate the property to its original state at the end of the lease.

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BLACKSTOWN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

30.	Controlling party

The company is under the control of W E Graham and Dr K E Graham by virtue of shareholdings.

Page 40