REGISTERED NUMBER: 13693721 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

FOR

WELFORD HEALTHCARE STH LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

Mr M P Madden

REGISTERED OFFICE:

Granville Hall

Granville Road

Leicester

Leicestershire

LE1 7RU

REGISTERED NUMBER:

13693721 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr P Bott FCA

AUDITORS:

Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

The director presents his strategic report for the year ended 30 April 2025.

Welford Healthcare STH Limited runs two care homes Stanshawes Care Home and Westbury Care Home, which cater the needs of residents living with various levels of care requirements, including residential, respite, nursing, palliative and dementia care.

REVIEW OF BUSINESS

The Director is pleased with the strong results for the year which have been achieved in a challenging and strong market. Despite market pressures, occupancy has remained strong and fees increasingly competitive due to a focused sales strategy and ongoing contract negotiation with local authorities. Overall performance is greatly improved from prior year, this is largely due to the focus on sustainable sales, strong occupancy, and a stabilised workforce albeit with the impact of increasing workforce costs, as well as the full incorporation of the Westbury Care Home acquisition. Welford Healthcare STH Limited continue to seek opportunities for further growth through independent developments.

The company has continued to develop its working practices and governance to ensure homes meet Care Quality Commission (CQC) standards. Internal quality assurance monitoring accurately reflects the CQC inspection standard and the company is committed to working with the CQC to maintain the delivery of high quality care.

On 25 June 2024, Welford Healthcare STH Limited completed the purchase of the trading assets of Westbury Care Home. The results from this acquisition have been fully incorporated into the financial reporting for the year.

The results for the year and financial position of the company are as shown in the annexed financial statements.

Performance of the business and outlook

The prior year financial period covered 13 months, from 01 April 2023 to 30 April 2024, which is not directly comparable to current year's 12-month period. For comparative purposes, the prior year's income has been prorated to a 12-month period to allow for a more meaningful analysis of performance trends as detailed below.

Our KPI's, split by care home for the year, show the results for the year:

KPI's £

2025

1 April 2023 to 30 April 2024 (13 month period)

1 April 2023 to 30 April 2024 (Prorated 12 months)

Stanshawes

Westbury

Total

Stanshawes

Stanshawes

Turnover

3,167

1,976

5,143

2,908

2,684

Staff costs

1,510

1,158

2,668

1,399

1,291

The financial figures reported for Westbury Care Home reflect the period subsequent to its acquisition by Welford Healthcare STH Limited on 25 June 2024.

The company completes monthly management accounts, comparing these to budgets to measure actual performance.

The company's results are consolidated within Welford Healthcare CHH Limited, the ultimate parent company.

Our experienced management team and strong financial position enable us to be well positioned to continue the development of the company.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks for the company considered during the year ending 30 April 2025 are:

-

Staff Recruitment - the ability to recruit and retain qualified carers and nurses is a continuing challenge for the whole sector. It impacts directly on the costs of operating care homes and the subsequent quality of care delivered.

-

Home Occupancy - The company faces competition from other care providers in the regions in which it operates. If a home were to experience an increase in the volume of vacant rooms or the duration of vacancies, income streams and profitability of the care home can be impacted. The company manages occupancy levels continually and works to ensure relationships with local authorities and other commissioning bodies remain strong to ensure that room voids are filled as promptly as possible.

-

Government Policy and Legislation Change - The company's operations are closely regulated by the Care Quality Commission (CQC). The consequences of non-compliance with regulations could be significant. The company has a robust system in place to ensure adherence to policies and compliance with regulatory requirements. Changes to CQC compliance are monitored to ensure policies and processes reflect any updates to ensure quality ratings are maintained. Risks also include those around health and safety compliance, legislative requirements and contractual risks.

ON BEHALF OF THE BOARD:

Mr M P Madden - Director

10 December 2025

The director presents his report with the financial statements of the company for the year ended 30 April 2025.

DIVIDENDS

An interim dividend of £830 per share was paid on 30 April 2025. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 30 April 2025 will be £ 83,000 .

POST BALANCE SHEET EVENTS

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

DIRECTOR

Mr M P Madden held office during the whole of the period from 1 May 2024 to the date of this report.

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, Mark J Rees LLP Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M P Madden - Director

10 December 2025

Opinion

We have audited the financial statements of Welford Healthcare STH Limited (the 'company') for the year ended 30 April 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 30 April 2025 and of its 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 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.

We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance, revenue recognition, significant one-off or unusual transaction, going concern and the CQC rating.

Our audit procedures were designed to respond in particular to these identified risks (including non compliance with laws and regulations and fraud).

Our audit procedures included but were not limited to:

- A review of a sample of occupancy reports in the year to ensure these were correctly recorded in revenue and detailed cut off testing around the year end to ensure revenue is correctly recognised.

- A review of laws and regulations the company is subject to, being specifically the CQC review and rating and discussion with management to ensure no instances of non compliance.

- Addressing the risks of fraud through management override of controls by performing journal entry testing.

- A review of the going concern of the company through an inspection of the after date position, consideration of group support and a review of management's going concern risk assessment.

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.

Mr P Bott FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

11 December 2025

TURNOVER

3

5,143,857

2,908,660

Cost of sales

2,730,488

1,375,329

GROSS PROFIT

2,413,369

1,533,331

Administrative expenses

1,561,188

973,298

OPERATING PROFIT

5

852,181

560,033

Interest payable and similar expenses

6

541,777

223,176

PROFIT BEFORE TAXATION

310,404

336,857

Tax on profit

7

121,782

94,353

PROFIT FOR THE FINANCIAL YEAR

188,622

242,504

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

188,622

242,504

FIXED ASSETS

Intangible assets

9

102,493

25,127

Tangible assets

10

9,197,803

3,627,988

9,300,296

3,653,115

CURRENT ASSETS

Debtors

11

1,419,128

1,536,678

Cash at bank and in hand

161,546

286,503

1,580,674

1,823,181

CREDITORS

Amounts falling due within one year

12

797,755

1,307,177

NET CURRENT ASSETS

782,919

516,004

TOTAL ASSETS LESS CURRENT LIABILITIES

10,083,215

4,169,119

CREDITORS

Amounts falling due after more than one year

13

(9,281,610

)

(3,606,791

)

PROVISIONS FOR LIABILITIES

15

(51,232

)

(17,705

)

NET ASSETS

750,373

544,623

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

750,273

544,523

SHAREHOLDERS' FUNDS

750,373

544,623

The financial statements were approved by the director and authorised for issue on 10 December 2025 and were signed by:

Mr M P Madden - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

100

302,019

302,119

Changes in equity

Total comprehensive income

-

242,504

242,504

Balance at 30 April 2024

100

544,523

544,623

Changes in equity

Dividends

-

(83,000

)

(83,000

)

Total comprehensive income

-

288,750

288,750

Balance at 30 April 2025

100

750,273

750,373

1.	STATUTORY INFORMATION

Welford Healthcare STH 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.

Comparative Figures

The comparative figures are for 13 month period of trading to 30 April 2024.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

Turnover is measured at the fair value of the consideration received or receivable excluding discounts and rebates.

Turnover represents income receivable from health and care provision services rendered and goods supplied.

Turnover is recognised in the accounting period in which the company obtains the right to consideration in exchange for its performance.

Goodwill

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

Tangible fixed assets

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

Long leasehold

-

equal instalments over the lease period

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

over 3 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 year 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.

Leases

Assets held under finance leases which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or if lower, the present value of the minimum lease payments as determined at the inception of the lease and are depreciated over the shorter of the lease terms and their useful lives).The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the profit and loss account over the period of the lease to produce a constant periodic rate of interest on the remaining balance of the liability.

Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate, including changes in market rental rates following a market rent review, or, as appropriate, changes in the assessment of whether a renewal or purchase option is reasonably certain to be exercised or a break clause is reasonably certain not to be exercised. The revised lease payments are discounted using the company’s incremental borrowing rate at the lease commencement date when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the long leasehold asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognised in the income statement.

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.

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, where material, at amortised cost using the effective interest method, less any impairment.

Creditors

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

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

United Kingdom

5,143,857

2,908,660

5,143,857

2,908,660

4.	EMPLOYEES AND DIRECTORS

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Wages and salaries

2,412,375

1,268,605

Social security costs

207,242

105,361

Other pension costs

48,445

25,063

2,668,062

1,399,029

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

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

Administration

3

2

Care

116

54

119

56

During the year, remuneration of £154,768 (2024:122,985) was paid to key management personnel.

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Director's remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Hire of plant and machinery

1,272

-

Depreciation - owned assets

317,001

222,944

Goodwill amortisation

24,886

6,375

Auditors remuneration

20,580

12,740

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Other interest

541,777

223,176

7.

TAXATION

Analysis of the tax charge

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

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Current tax:

UK corporation tax

88,255

90,336

Deferred taxation

33,527

4,017

Tax on profit

121,782

94,353

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Profit before tax

310,404

336,857

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

77,601

84,214

Effects of:

Expenses not deductible for tax purposes

(24,810

)

65,004

Capital allowances in excess of depreciation

-

(54,865

)

Depreciation in excess of capital allowances

68,991

-

Total tax charge

121,782

94,353

8.

DIVIDENDS

Period

1.4.23

Year Ended

to

30.4.25

30.4.24

£

£

Ordinary shares of £1 each

Interim

83,000

-

9.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 May 2024

37,877

Additions

102,252

At 30 April 2025

140,129

AMORTISATION

At 1 May 2024

12,750

Amortisation for year

24,886

At 30 April 2025

37,636

NET BOOK VALUE

At 30 April 2025

102,493

At 30 April 2024

25,127

10.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

Motor

leasehold

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 May 2024

3,918,500

29,784

87,799

23,649

4,059,732

Additions

5,784,813

65,924

36,079

-

5,886,816

At 30 April 2025

9,703,313

95,708

123,878

23,649

9,946,548

DEPRECIATION

At 1 May 2024

388,912

5,345

29,604

7,883

431,744

Charge for year

279,614

8,732

20,772

7,883

317,001

At 30 April 2025

668,526

14,077

50,376

15,766

748,745

NET BOOK VALUE

At 30 April 2025

9,034,787

81,631

73,502

7,883

9,197,803

At 30 April 2024

3,529,588

24,439

58,195

15,766

3,627,988

The remeasurement of the lease liability has been recognised as a result of a change in lease payments. This adjustment has been capitalised as an addition to the carrying amount of the long leasehold asset in the period.

Furthermore, a new long leasehold asset has been capitalised during the period relating to Westbury Care Home.

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

299,585

252,626

Bad debt provision

(67,125

)

14,902

Amounts owed by group undertakings

1,071,464

397,100

Other debtors

25,570

776,220

Taxation

64,667

-

Prepayments and accrued income

24,967

95,830

1,419,128

1,536,678

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Finance leases (see note 14)

116,340

105,586

Trade creditors

174,417

163,383

Amounts owed to group undertakings

356

-

Taxation

-

43,340

Paye/Ni payable

-

38,227

Other creditors

141,683

884,993

Accruals and deferred income

364,959

71,648

797,755

1,307,177