REGISTERED NUMBER: 15326170 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE PERIOD 4 DECEMBER 2023 TO 31 MARCH 2025

FOR

MARY REGINA CARE HOMES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTOR:

M V Santhiapillai

SECRETARY:

Ms P I C Perera

REGISTERED OFFICE:

Third Floor

17 London Road

Bromley

BR1 1DE

REGISTERED NUMBER:

15326170 (England and Wales)

AUDITORS:

Edwards Chartered Accountants

Statutory Auditor

409-411 Croydon Road

Beckenham

Kent

BR3 3PP

The director presents his strategic report for the period 4 December 2023 to 31 March 2025.

REVIEW OF BUSINESS

In 2024/25, the UK care sector experienced significant challenges due to a turbulent economic environment. Rising inflation, increased operational costs, and workforce shortages presented substantial difficulties for care providers. The cost-of-living crisis, higher wages, and recruitment difficulties made it increasingly hard to attract and retain skilled workers. These challenges were compounded by new regulatory demands and growing expectations for more personalized, high-quality care to meet the needs of an aging population.

Despite these pressures, the company demonstrated resilience, navigating these challenges while remaining committed to exceptional patient care. By investing in innovative care models and technology, we improved operational efficiency and enhanced access to care. The year marked a pivotal period of transformation and growth for the company, as we expanded services, deepened our commitment to patient-centricity, and focused on operational excellence and sustainability.

Mary Regina Care Homes Limited continue to provide residential care, focusing on both general and specialized care services. The company is dedicated to delivering personalised, high-quality care, with a strategic focus on expanding our private pay market share.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board closely monitors strategic risks and evaluates performance through Key Performance Indicators (KPIs) to ensure alignment with the Group's long-term objectives.

SECTION 172(1) STATEMENT

In 2024-25, we prioritised workforce development by launching initiatives to support employee well-being, professional development, and retention. Recognizing the competitive healthcare labour market, we focused on attracting diverse talent and fostering a strong culture of professional growth. These efforts have significantly reduced turnover rates and improved staff morale.

KPIs used:

Staff turnover rates,

Training participation,

Number of hours for staffing (employed and agency).

Health & Safety

Providing a safe environment for residents and staff remains a priority. In 2024/25, we strengthened our health and safety policies and improved training programs to ensure full compliance with regulatory safety standards.

KPIs used:

Accident statistics,

Notifiable accident frequency.

Cost Base Inflation

Inflationary pressures, especially in staffing, energy, and food, posed challenges in 2024-25. However, our cost control measures, including centralized procurement and operational efficiency programs, helped mitigate these risks.

KPIs used:

EBITDA and EBITDAR per bed,

Costs per resident per day.

CORE STRATEGIES

Sustained Growth: Growth was driven through new care facilities, acquisitions, and service enhancements.

Technology Integration: We focused on digital transformation to streamline operations, enhancing service quality and patient outcomes.

OPERATIONAL PERFORMANCE

In 2024-25, company successfully executed several key initiatives aimed at improving operational efficiency and service quality. By embracing digital transformation, we streamlined administrative processes, reduced inefficiencies, and enhanced real-time data management. These improvements directly impacted service user satisfaction, contributing to a notable increase in satisfaction rates and a measurable improvement in clinical outcomes.

REGULATORY AND QUALITY STANDARDS

Our strong relationship with regulatory bodies, particularly the Care Quality Commission (CQC), was critical in maintaining high standards of care. In 2024-25, Company enhanced its internal compliance frameworks, ensuring staff were well-trained and services met evolving regulatory requirements. Our commitment to compliance and excellence resulted in improved quality ratings across several facilities.

FINANCIAL PERFORMANCE

Mary Regina Care Homes Limited delivered a robust financial performance in 2024-25, despite the pressures of inflation and workforce shortages. Revenue grew to £2.5m and achieved profitability of £483K underpinned by prudent fiscal management and cost-control measures.

Key Financial Indicators:

Revenue growth:

EBITDA: £0.9M

Care home Occupancy rate: 96%.

Private occupancy rate: 89%

Strategic Risks and Key Performance Indicators:

The Board closely monitors strategic risks and evaluates performance through Key Performance Indicators (KPIs) to ensure alignment with the Group's long-term objectives.

CLINICAL QUALITY AND PATIENT SAFETY

Ensuring high-quality care is central to our operations. We have made significant investments in clinical governance, care delivery frameworks, and staff training. Our specialist teams and advanced monitoring systems ensure we deliver consistent, high-standard care.

KPIs used:

Regulatory compliance (CQC ratings),

Clinical well-being indicators,

Patient satisfaction scores

ON BEHALF OF THE BOARD:

M V Santhiapillai - Director

18 September 2025

The director presents his report with the financial statements of the company for the period 4 December 2023 to 31 March 2025.

INCORPORATION

The company was incorporated on 4 December 2023 and commenced trading on 31 May 2024.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2025.

DIRECTOR

M V Santhiapillai was appointed as a director on 4 December 2023 and held office during the whole of the period from then to the date of this report.

The director, being eligible, offers himself for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Edwards Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M V Santhiapillai - Director

18 September 2025

Opinion

We have audited the financial statements of Mary Regina Care Homes Limited (the 'company') for the period ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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 can detect irregularities, including fraud is detailed below:

Our approach was as follows:

a) We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to include the Companies Act 2006, and relevant tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

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

c) We examined the company's regulatory and legal correspondence and discussed with management any known or suspected instances of fraud or non-compliance with laws and regulations.

d) We assessed the risks of material misstatement in respect of fraud as follows:

i) We considered the use of remuneration incentive schemes and performance targets for management and did not identify any additional fraud risks

ii) The audit team discussed whether there were any areas that were susceptible to misstatement as part of their fraud discussion.

iii) In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.

iv) We incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures.

Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud, including:

Designing audit procedures to address, for example:

a) The possibility of fraudulent or corrupt payments made through third parties.

b) The risk of bribery and corruption.

c) The opportunity to segregate duties within the entity.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.

Using our general commercial and sector experience and through discussions with management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management's own assessment of the risks that irregularities may occur either because of fraud or error.

The engagement partner considers the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

Under ISA 240 (UK) there is a presumed risk that revenue may be misstated due to the improper recognition of revenue. To address this risk, we obtained an understanding of the company's revenue recognition policies and compared these to the accounting standard, performed a walkthrough to confirm our understanding of the processes and controls through which the business initiates, records, processes and reports revenue transactions.

We tested a sample of revenue transactions to supporting evidence and tested, on a sample basis, revenue related balances in the balance sheet.

We considered the extent to which the audit was considered capable of detecting irregularities: There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

John Duggan (Senior Statutory Auditor)

for and on behalf of Edwards Chartered Accountants

Statutory Auditor

409-411 Croydon Road

Beckenham

Kent

BR3 3PP

18 September 2025

TURNOVER

2,537,865

Cost of sales

1,271,272

GROSS PROFIT

1,266,593

Administrative expenses

575,827

OPERATING PROFIT and

PROFIT BEFORE TAXATION

690,766

Tax on profit

5

207,630

PROFIT FOR THE FINANCIAL PERIOD

483,136

PROFIT FOR THE PERIOD

483,136

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

483,136

FIXED ASSETS

Intangible assets

6

916,667

Tangible assets

7

3,651,105

4,567,772

CURRENT ASSETS

Debtors

8

88,436

Cash at bank

447,760

536,196

CREDITORS

Amounts falling due within one year

9

4,538,805

NET CURRENT LIABILITIES

(4,002,609

)

TOTAL ASSETS LESS CURRENT LIABILITIES

565,163

PROVISIONS FOR LIABILITIES

10

82,026

NET ASSETS

483,137

CAPITAL AND RESERVES

Called up share capital

11

1

Retained earnings

12

483,136

SHAREHOLDERS' FUNDS

483,137

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

M V Santhiapillai - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1

-

1

Total comprehensive income

-

483,136

483,136

Balance at 31 March 2025

1

483,136

483,137

Cash flows from operating activities

Cash generated from operations

1

5,246,154

Tax paid

100

Net cash from operating activities

5,246,254

Cash flows from investing activities

Purchase of intangible fixed assets

(1,000,000

)

Purchase of tangible fixed assets

(3,798,495

)

Net cash from investing activities

(4,798,495

)

Cash flows from financing activities

Share issue

1

Net cash from financing activities

1

Increase in cash and cash equivalents

447,760

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

447,760

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Profit before taxation

690,766

Depreciation charges

230,723

Increase in inter-company creditors

4,069,900

4,991,389

Increase in trade and other debtors

(88,436

)

Increase in trade and other creditors

343,201

Cash generated from operations

5,246,154

2.	CASH AND CASH EQUIVALENTS

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

Period ended 31 March 2025

31/3/25

4/12/23

£

£

Cash and cash equivalents

447,760

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 4/12/23

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank

-

447,760

447,760

-

447,760

447,760

Total

-

447,760

447,760

1.	STATUTORY INFORMATION

Mary Regina Care Homes Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

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

Tangible fixed assets

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

Freehold property

-

2% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

25% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

1,150,499

Social security costs

94,631

Other pension costs

25,677

1,270,807

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

Direct and administrative

62

£

Director's remuneration

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

£

Depreciation - owned assets

147,390

Goodwill amortisation

83,333

Auditor's remuneration

3,180

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

£

Current tax:

UK corporation tax

125,604

Deferred tax

82,026

Tax on profit

207,630

6.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

Additions

1,000,000

At 31 March 2025

1,000,000

AMORTISATION

Amortisation for period

83,333

At 31 March 2025

83,333

NET BOOK VALUE

At 31 March 2025

916,667

7.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

and

Motor

Computer

property

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

Additions

3,379,322

358,424

47,000

13,749

3,798,495

At 31 March 2025

3,379,322

358,424

47,000

13,749

3,798,495

DEPRECIATION

Charge for period

56,322

79,627

10,771

670

147,390

At 31 March 2025

56,322

79,627

10,771

670

147,390

NET BOOK VALUE

At 31 March 2025

3,323,000

278,797

36,229

13,079

3,651,105

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade debtors

1,922

Other debtors

74,997

Prepayments and accrued income

11,517

88,436

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

70,599

Amounts owed to group undertakings

4,069,900

Tax

125,704

Social security and other taxes

27,011

Other creditors

198,095

Accruals and deferred income

47,496

4,538,805

10.	PROVISIONS FOR LIABILITIES

£

Deferred tax

82,026

Deferred

tax

£

Charge to Income Statement during period

82,026

Balance at 31 March 2025

82,026

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

1

Ordinary

£1

1

1 Ordinary share of £1 was allotted and fully paid for cash at par during the period.

12.

RESERVES

Retained

earnings

£

Profit for the period

483,136

At 31 March 2025

483,136

13.	ULTIMATE PARENT COMPANY

Eleanor Healthcare Group Limited is regarded by the director as being the company's ultimate parent company.

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is M V Santhiapillai.