ACCOUNTS - Final Accounts

The whole of the turnover is attributable to the provision of residential care services.

Registered number: 03109969

GRAHAM CARE (YB) 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

GRAHAM CARE (YB) LIMITED

COMPANY INFORMATION

Directors	Dr K E Graham
	W E Graham


Company secretary	W E Graham


Registered number	03109969


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

GRAHAM CARE (YB) 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
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 34

GRAHAM CARE (YB) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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	£49,126,167	£43,206,120
EBITDAR	£16,995,431	£15,596,876

During 2024, our subsidiaries Hawkinge House Limited and Hawkhurst House Limited expanded their contracts with the NHS to provide short-term places for patients being discharged from acute hospitals.
Occupancy, turnover and EBITDAR have all increased when compared to the previous year and reflects the recovery from the impact of the COVID-19 pandemic.

We consistently strive 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

Page 1

GRAHAM CARE (YB) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024


At the end of 2024, we owned and operated six homes in Surrey and Kent for over 600 residents:
		Number of Resident Places

Hazeldene House, Tunbridge Wells		80
Hawkinge House, Folkestone		184
Hawkhurst House, near Cranbrook		93
Woodchurch House, near Ashford, Kent		78
Harpwood Care Home, near Sevenoaks		100
Rodwell House, Addlestone		79
Total		614

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.

Page 2

GRAHAM CARE (YB) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' Statement of Compliance

The directors of Graham Care (YB) 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 2024.

Post Balance Sheet Events
On 18 August 2025, the Company sold its entire shareholding of four wholly owned subsidiaries, Hawkinge House Limited, Hazeldene House Limited, Hawkhurst House Limited and Woodchurch House Limited. The Company has simultaneously settled its bank loan facility.

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

W E Graham

Director

Page 3

GRAHAM CARE (YB) 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 activity

The principal activity of the group was the provision of accommodation and care for people with ongoing personal nursing care needs.

Results and dividends

The profit for the year, after taxation, amounted to £12,328,389 (2023 - £10,663,803).

The directors do not recommend the paying of a dividend.

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

GRAHAM CARE (YB) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Charitable Donations

During the year, the company 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

Employee involvement

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

GRAHAM CARE (YB) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Post balance sheet events

On 18 August 2025, the Company sold its entire shareholding of four wholly owned subsidiaries, Hawkinge House Limited, Hazeldene House Limited, Hawkhurst House Limited and Woodchurch House Limited. The Company has simultaneously settled its bank loan facility.

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

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) LIMITED

Opinion

We have audited the financial statements of Graham Care (YB) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the 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

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) 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

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) 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 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

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) 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

GRAHAM CARE (YB) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	3	49,126,167	43,206,120
Cost of sales		(32,138,510)	(27,632,417)
Gross profit		16,987,657	15,573,703
Administrative expenses		(1,117,200)	(1,418,149)
Other operating income	4	7,774	23,170
Operating profit	5	15,878,231	14,178,724
Interest receivable and similar income	8	259,546	112,644
Interest payable and similar expenses	9	(2,119,060)	(2,170,662)
Fair value movements	10	56,457	(63,308)
Profit before taxation		14,075,174	12,057,398
Tax on profit	11	(1,746,785)	(1,393,595)
Profit for the financial year		12,328,389	10,663,803


Unrealised surplus on revaluation of tangible fixed assets	18,247,513	22,378,261
Deferred tax on revaluation of freehold properties	(4,561,878)	(5,600,946)
Other comprehensive income for the year	13,685,635	16,777,315
Total comprehensive income for the year	26,014,024	27,441,118

Profit for the year attributable to:
Owners of the parent Company	12,328,389	10,663,803
	12,328,389	10,663,803

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 17 to 34 form part of these financial statements.

Page 11

GRAHAM CARE (YB) LIMITED

REGISTERED NUMBER: 03109969

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		200,443,717		177,103,281
			200,443,717		177,103,281
Current assets
Stocks	15	38,753		30,740
Debtors: amounts falling due after more than one year	16	4,654		32,577
Debtors: amounts falling due within one year	16	111,336,484		96,692,412
Cash at bank and in hand	17	3,871,821		3,205,017
		115,251,712		99,960,746
Creditors: amounts falling due within one year	18	(80,622,405)		(71,433,118)
Net current assets			34,629,307		28,527,628
Total assets less current liabilities			235,073,024		205,630,909
Creditors: amounts falling due after more than one year	19		(27,000,000)		(28,800,000)
Provisions for liabilities
Deferred taxation	21	(31,698,890)		(26,470,799)
			(31,698,890)		(26,470,799)
Net assets			176,374,134		150,360,110

Capital and reserves
Called up share capital	22	4,000	4,000
Revaluation reserve	23	86,766,642	73,081,007
Profit and loss account	23	89,603,492	77,275,103
		176,374,134	150,360,110

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 17 to 34 form part of these financial statements.

Page 12

GRAHAM CARE (YB) LIMITED

REGISTERED NUMBER: 03109969

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		1,460,170		1,350,154
Investments	14		5,100		5,100
			1,465,270		1,355,254
Current assets
Debtors: amounts falling due after more than one year	16	4,654		32,577
Debtors: amounts falling due within one year	16	146,086,255		132,201,505
Cash at bank and in hand	17	2,115,803		1,788,827
		148,206,712		134,022,909
Creditors: amounts falling due within one year	18	(37,671,955)		(33,022,085)
Net current assets			110,534,757		101,000,824
Total assets less current liabilities			112,000,027		102,356,078

Creditors: amounts falling due after more than one year	19		(27,000,000)		(28,800,000)

Net assets			85,000,027		73,556,078

Capital and reserves
Called up share capital	22	4,000	4,000
Profit and loss account	23	84,996,027	73,552,078
		85,000,027	73,556,078

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 17 to 34 form part of these financial statements.

Page 13

GRAHAM CARE (YB) 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	4,000	56,303,693	66,585,777	122,893,470
Comprehensive income for the year
Profit for the year	-	-	10,663,803	10,663,803
Surplus on revaluation of freehold properties	-	22,403,783	-	22,403,783
Deferred tax on revaluation of freehold properties	-	(5,600,946)	-	(5,600,946)
Transfer to/from profit and loss account	-	(25,523)	25,523	-

At 1 January 2024	4,000	73,081,007	77,275,103	150,360,110
Comprehensive income for the year
Profit for the year	-	-	12,328,389	12,328,389
Surplus on revaluation of freehold properties	-	18,247,513	-	18,247,513
Deferred tax on revaluation of freehold properties	-	(4,561,878)	-	(4,561,878)
At 31 December 2024	4,000	86,766,642	89,603,492	176,374,134

The notes on pages 17 to 34 form part of these financial statements.

Page 14

GRAHAM CARE (YB) 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	4,000	62,263,179	62,267,179
Comprehensive income for the year
Profit for the year	-	11,288,899	11,288,899

At 1 January 2024	4,000	73,552,078	73,556,078
Comprehensive income for the year
Profit for the year	-	11,443,949	11,443,949
At 31 December 2024	4,000	84,996,027	85,000,027

The notes on pages 17 to 34 form part of these financial statements.

Page 15

GRAHAM CARE (YB) 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	3,205,017	666,804	-	3,871,821
Debt due after 1 year	(28,800,000)	1,800,000	-	(27,000,000)
Debt due within 1 year	(12,618,601)	-	(1,342,439)	(13,961,040)
	(38,213,584)	2,466,804	(1,342,439)	(37,089,219)

The notes on pages 17 to 34 form part of these financial statements.

Page 16

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Graham Care (YB) 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 principal activity of the company is the provision of retirement accommodation and related nursing services.

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

Turnover

Turnover comprises revenue recognised by the Group in respect of nursing and residential care services during the year, exclusive of Value Added Tax and trade discounts.
Income is recognised based on occupancy and adjustment is made for any amounts received in advance or arrears.

Page 17

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

The financial statements have been prepared on a going concern basis. The Group and the Company is reliant upon the continued support of it's bankers to provide the financing to the Company. The Company 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 Company has settled its bank loan facilities.
The Directors have also considered the impact of the disposal of the Group’s four 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.

2.5

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 Group 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.

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

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.

Page 18

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

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 company as investment properties and any associated gains and losses and deferred taxation thereon are recognised in the profit and loss reserve.
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.

2.7

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.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.9

Stocks

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

2.10

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.

2.11

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.

Page 19

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

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.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

2.13

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.

2.14

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.

2.15

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.

2.16

Pensions

When employees have rendered service to the company and group, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.
The company and group operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

2.17

Borrowing costs

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

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 20

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

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; and

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

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.

2.20

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.

United Kingdom	49,126,167	43,206,120
	49,126,167	43,206,120

All turnover arose within the United Kingdom.

Page 21

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Other operating income
		2024	2023
		£	£

Government grants receivable	7,774	23,170
	7,774	23,170

Depreciation

630,731

574,398

Auditor's remuneration	14,580	13,890
Fees payable to the Company's auditor and its associates in respect of:
The auditing of accounts of subsidiaries of the Company	65,790	54,546
Other non-audit services	43,777	11,460

Page 22

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs were as follows:

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


Wages and salaries	21,113,437	18,308,842	-	-
Social security costs	2,101,911	1,755,891	-	-
Cost of defined contribution scheme	316,848	269,583	-	-
	23,532,196	20,334,316	-	-

The average monthly number of employees, excluding the directors not paid through the group, during the year was as follows:

	2024	2023
	No.	No.

Admin staff	33	29
Care home staff	704	656

	737	685

The company is acting as agent for group admin staff costs. The centralised admin salaries are for the whole group, and as such these costs are reallocated to the respective group companies.

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

8.	Interest receivable
		Company 2024	Company 2023
		£	£

Non trading loan interest with group undertakings	126,851	94,097
Other interest receivable	132,695	18,547
	259,546	112,644

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

	Bank interest payable	2,119,060	2,170,662
		2,119,060	2,170,662

Page 23

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Fair value movements
		Company 2024	Company 2023
		£	£

Surplus/(Deficit) on revaluation of investment properties	56,457	(63,308)
	56,457	(63,308)

Corporation tax
Current tax on profits for the year	1,071,143	-
Adjustments in respect of previous periods	9,428	7,757

Total current tax	1,080,571	7,757

Deferred tax
Origination and reversal of timing differences	652,100	1,401,665
Deferred taxation on revaluation of investment properties	14,114	(15,827)
Total deferred tax	666,214	1,385,838


	Taxation on profit on ordinary activities	1,746,785	1,393,595

Page 24

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

14,075,174

12,057,398

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	3,518,794	3,014,350
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	63,544	(22,676)
Capital allowances for year in excess of depreciation	(773,642)	(1,534,680)
Adjustments to tax charge in respect of prior periods	9,428	7,757
Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax	2,284	914
Short-term timing difference leading to an increase (decrease) in taxation	652,100	1,401,665
Deferred taxation on revaluation of investment properties	14,114	(15,827)
Book profit on disposal	40,749	74,871
Fair value movements	(14,114)	15,827
Unrelieved tax losses carried forward	-	200,642
Other differences leading to an increase (decrease) in the tax charge	-	(15,150)
Group relief	(1,766,472)	(1,734,098)
Total tax charge for the year	1,746,785	1,393,595

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	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 £11,443,949 (2023 - £11,288,899).

Page 25

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets
	Group

	Freehold property	Equipment	Motor vehicles	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	174,432,942	4,337,739	7,400	178,778,081
Additions	4,422,487	1,407,705	-	5,830,192
Disposals	-	(491,840)	-	(491,840)
Revaluations	18,303,969	-	-	18,303,969
At 31 December 2024	197,159,398	5,253,604	7,400	202,420,402
Depreciation
At 1 January 2024	-	1,667,400	7,400	1,674,800
Charge for the year on owned assets	-	630,731	-	630,731
Disposals	-	(328,846)	-	(328,846)
At 31 December 2024	-	1,969,285	7,400	1,976,685
Net book value
At 31 December 2024	197,159,398	3,284,319	-	200,443,717
At 31 December 2023	174,432,942	2,670,339	-	177,103,281

The accumulated historical cost and revaluation for freehold properties are £76,748,456 and £120,410,942 respectively, amounting to a revalued cost of £197,159,398.

Group
Cost	76,748,456	72,325,969
Accumulated depreciation	(8,471,443)	(7,621,351)
Net book value	68,277,013	64,704,618

Page 26

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.Tangible fixed assets (continued)

	Company

	Investment property	Equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	1,312,942	69,076	1,382,018
Additions	-	73,847	73,847
Revaluations	56,456	-	56,456
At 31 December 2024	1,369,398	142,923	1,512,321
Depreciation
At 1 January 2024	-	31,864	31,864
Charge for the year on owned assets	-	20,287	20,287
At 31 December 2024	-	52,151	52,151
Net book value
At 31 December 2024	1,369,398	90,772	1,460,170
At 31 December 2023	1,312,942	37,212	1,350,154

The accumulated historical cost and revaluation for investment properties are £559,908 and £809,490 respectively, amounting to a revalued cost of £1,369,398.

Group
Cost	559,908	559,908
Accumulated depreciation	(145,015)	(133,817)
Net book value	414,893	426,091

Page 27

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	5,100
	At 31 December 2024	5,100

Direct subsidiary undertakings
The following were direct 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%
Woodchurch House Limited	Ordinary	100%
Harpwood House Limited	Ordinary	100%
Hawkhurst House Limited	Ordinary	100%

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

Hawkinge House 2nd Floor Limited	Ordinary	100%
Hawkhurst House PAU Limited (formerly Hawkhurst House PRU Limited)	Ordinary	100%
Hawkinge House PAU Limited	Ordinary	100%

The above subsidiaries have been consolidated within the group financial statements.
The principal activity for the subsidiaries is the provision of nursing and residential care services.

15.	Stocks
		Group	Group
		2024	2023
		£	£

Raw materials and consumables	38,753	30,740
	38,753	30,740

Page 28

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Prepayments and accrued income	4,654	32,577	4,654	32,577
	4,654	32,577	4,654	32,577

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

Due within one year
Trade debtors	3,637,846	4,627,641	-	-
Amounts owed by group undertakings	107,266,145	91,659,753	145,692,027	131,875,769
Amounts owed by related companies	115,581	52,109	115,581	51,690
Other debtors	125,804	188,068	6,896	1,696
Prepayments and accrued income	191,108	164,841	29,966	29,333
Deferred taxation	-	-	241,785	243,017
	111,336,484	96,692,412	146,086,255	132,201,505

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

Cash at bank and in hand	3,871,821	3,205,017	2,115,803	1,788,827
	3,871,821	3,205,017	2,115,803	1,788,827

Page 29

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Bank loans	13,961,040	12,618,601	13,961,040	12,618,601
Trade creditors	987,226	734,229	222,749	42,464
Amounts owed to group undertakings	57,798,756	43,003,333	23,274,920	20,193,373
Corporation tax	1,071,143	67,539	-	-
Other taxation and social security	630,764	568,785	40,263	37,920
Other creditors	1,673,198	1,398,340	90,056	80,587
Accruals and deferred income	4,500,278	13,042,291	82,927	49,140
	80,622,405	71,433,118	37,671,955	33,022,085

The company has pledged it's assets as security against any bank loans and overdrafts held by the group companies. At the year end, Graham Care (YB) Limited had an amount outstanding in respect of secured debts of £13,961,040 (2023 - £12,618,601).
The group's bankers have a fixed and floating charge over the company's assets.

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

Bank loans	27,000,000	28,800,000	27,000,000	28,800,000
	27,000,000	28,800,000	27,000,000	28,800,000

The company has pledged it's assets as security against any bank loans and overdrafts held by the group companies. At the year end, Graham Care (YB) Limited had an amount outstanding in respect of secured debts of £27,000,000 (2023 - £28,800,000).
The group's bankers have a fixed and floating charge over the company's assets.

Page 30

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Bank loans	13,961,040	12,618,601	13,961,040	12,618,601
	13,961,040	12,618,601	13,961,040	12,618,601
Amounts falling due 1-2 years
Bank loans	27,000,000	1,800,000	27,000,000	1,800,000
	27,000,000	1,800,000	27,000,000	1,800,000
Amounts falling due 2-5 years
Bank loans	-	27,000,000	-	27,000,000
	-	27,000,000	-	27,000,000

	40,961,040	41,418,601	40,961,040	41,418,601

Page 31

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(26,470,799)	(19,484,015)
Charged in the year	(5,228,091)	(6,986,784)
At end of year	(31,698,890)	(26,470,799)

Company

	2024	2023
	£	£

At beginning of year	243,017	90,818
Charged in the year	(1,232)	152,199
At end of year	241,785	243,017

The provision for deferred taxation is made up as follows:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Accelerated capital allowances	(3,260,584)	(3,344,635)	422,748	(326,282)
Deferred tax on revaluation gains	(28,438,306)	(23,862,314)	(180,963)	(166,851)
Tax losses carried forward	-	736,150	-	736,150
	(31,698,890)	(26,470,799)	241,785	243,017

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

4,000 (2023 - 4,000) Ordinary Shares shares of £1.00 each	4,000	4,000

Page 32

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.

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 £628,528 which is not available for distribution as dividends until the properties are sold.

24.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £23,718 (2023 - £22,868) which are recharged within Wages and salaries to the parent company Blackstown Holdings Limited. Contributions totalling £4,399 (2023 - £4,286) were payable to the fund at the balance sheet date and are included in trade creditors.

25.	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	103,806
		93,258	103,806

26.

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).
The company is a wholly owned subsidiary and accordingly has taken the exemptions provided within paragraph 33.1A of FRS 102 and therefore transactions with group companies have not been disclosed.

Page 33

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Ultimate parent undertaking and controlling party

The ultimate parent undertaking is Blackstown Holdings Limited, a company limited in England and Wales. The ultimate controlling parties are W E Graham & K E Graham by virtue of shareholdings in Blackstown Holdings Limited.
The Company have taken exemption from preparing a cashflow statement. The consolidated results and cashflow statements for the Company are included within the publicly available financial statements of Blackstown Holdings Limited.

Page 34