REGISTERED NUMBER: 09408944 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

WELFORD HEALTHCARE LTD

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

7

Other 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:

09408944 (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 directors present their strategic report for the year ended 31 March 2025.

Welford Healthcare Limited owns (via its subsidiaries) a diverse portfolio of care homes throughout England, providing care services to its residents.

REVIEW OF BUSINESS

This year has seen the maturing of the care home portfolio, following the acquisition of Morris Care Limited in the prior year. This is in line with the companies long term growth strategy, which will be continued to be pursed moving forward.

The results of the trading subsidiaries can be found in their individual financial statements and are consolidated within Welford Topco Limited, being the ultimate parent company.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks for the company considered during the year ending 31 March 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 group 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 group 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 internal audit 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, in the current year CQC have introduced a new inspection regime which the company has had to adapt to 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

22 December 2025

The director presents his report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

Dividends were paid during the year amounting to £10,240,606 (2024: £1,182,649).

DIRECTOR

Mr M P Madden held office during the whole of the period from 1 April 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

22 December 2025

Opinion

We have audited the financial statements of Welford Healthcare Ltd (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other 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 31 March 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 three, 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 and going concern.

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 laws and regulations the company is subject to, 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 a sample of revenue 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 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

23 December 2025

TURNOVER

5

3,509,000

-

Administrative expenses

3,675,947

214,893

OPERATING LOSS

7

(166,947

)

(214,893

)

Income from shares in group undertakings

6,600,000

5,850,000

6,433,053

5,635,107

Interest payable and similar expenses

8

2,342

-

PROFIT BEFORE TAXATION

6,430,711

5,635,107

Tax on profit

9

(81,911

)

(49,816

)

PROFIT FOR THE FINANCIAL YEAR

6,512,622

5,684,923

PROFIT FOR THE YEAR

6,512,622

5,684,923

OTHER COMPREHENSIVE INCOME

Reduction in share capital

98

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

98

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

6,512,720

5,684,923

FIXED ASSETS

Tangible assets

11

287,036

2,151

Investments

12

1,490,851

1,490,851

1,777,887

1,493,002

CURRENT ASSETS

Debtors

13

12,323,237

9,039,971

Cash at bank and in hand

1,480,446

857,573

13,803,683

9,897,544

CREDITORS

Amounts falling due within one year

14

14,563,919

6,667,373

NET CURRENT (LIABILITIES)/ASSETS

(760,236

)

3,230,171

TOTAL ASSETS LESS CURRENT LIABILITIES

1,017,651

4,723,173

PROVISIONS FOR LIABILITIES

16

23,000

538

NET ASSETS

994,651

4,722,635

CAPITAL AND RESERVES

Called up share capital

17

102

200

Share premium

18

86,289

86,289

Retained earnings

18

908,260

4,636,146

SHAREHOLDERS' FUNDS

994,651

4,722,635

The financial statements were approved by the director and authorised for issue on 22 December 2025 and were signed by:

Mr M P Madden - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

200

133,872

86,289

220,361

Changes in equity

Dividends

-

(1,182,649

)

-

(1,182,649

)

Total comprehensive income

-

5,684,923

-

5,684,923

Balance at 31 March 2024

200

4,636,146

86,289

4,722,635

Changes in equity

Reduction in share capital

(98

)

-

-

(98

)

Dividends

-

(10,240,606

)

-

(10,240,606

)

Total comprehensive income

-

6,512,720

-

6,512,720

Balance at 31 March 2025

102

908,260

86,289

994,651

1.	COMPANY INFORMATION

The principal activity of Welford Healthcare Limited is that of a parent company of trading companies within the care industry.

2.	STATUTORY INFORMATION

Welford Healthcare Ltd 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 (£).

3.	STATEMENT OF COMPLIANCE

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.

4.	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.

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.

Preparation of consolidated financial statements

The financial statements contain information about Welford Healthcare Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Welford Topco Limited, Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

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

There were no areas in which the preparation of the financial statements required management to make

significant judgements or estimates.

Turnover

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

Turnover represents management fees paid by the subsidiaries.

Tangible fixed assets

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

Plant and machinery

-

10% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

33% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost and will be reviewed anually for impairment.

Taxation

Taxation for the year 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 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.

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

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.

Operating leases

Operating lease rentals are charged in the profit and loss account on a straight line basis over the lease term.

5.

TURNOVER

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

An analysis of turnover by geographical market for the year ended 31 March 2025 is given below:

£

United Kingdom

3,509,000

3,509,000

This analysis is not considered to be applicable to the year ended 31 March 2024.

6.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,351,977

-

Social security costs

267,948

-

Other pension costs

159,908

48,000

2,779,833

48,000

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

2025

2024

44

-

2025

2024

£

£

Director's remuneration

16,816

-

Director's pension contributions to money purchase schemes

60,190

48,000

During 2024 Mr MP Madden, director, was paid salary of £12,570 and a benefit in kind of £3,960, through Argentum Lodge Limited. Pension contributions of £50,000 were made through Birchlands (Haxby) Limited in 2024.

7.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Depreciation - owned assets

28,167

843

Auditors remuneration

6,590

2,580

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Other interest

2,342

-

9.

TAXATION

Analysis of the tax credit

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

2025

2024

£

£

Current tax:

UK corporation tax

(104,911

)

(54,261

)

Deferred taxation

23,000

4,445

Tax on profit

(81,911

)

(49,816

)

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

Reconciliation of total tax credit included in profit and loss

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

2025

2024

£

£

Profit before tax

6,430,711

5,635,107

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

1,607,678

1,408,777

Effects of:

Expenses not deductible for tax purposes

3,896

-

Income not taxable for tax purposes

(1,650,000

)

(1,462,500

)

Capital allowances in excess of depreciation

(43,485

)

-

Depreciation in excess of capital allowances

-

3,907

Total tax credit

(81,911

)

(49,816

)

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Reduction in share capital

98

-

98

10.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

9,993,525

980,376

Ordinary B shares of £1 each

Interim

247,081

202,273

10,240,606

1,182,649

11.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 April 2024

-

-

-

4,432

4,432

Additions

18,287

9,520

217,025

68,220

313,052

At 31 March 2025

18,287

9,520

217,025

72,652

317,484

DEPRECIATION

At 1 April 2024

-

-

-

2,281

2,281

Charge for year

457

2,129

21,990

3,591

28,167

At 31 March 2025

457

2,129

21,990

5,872

30,448

NET BOOK VALUE

At 31 March 2025

17,830

7,391

195,035

66,780

287,036

At 31 March 2024

-

-

-

2,151

2,151

12.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

1,490,851

NET BOOK VALUE

At 31 March 2025

1,490,851

At 31 March 2024

1,490,851

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

Birchlands (Haxby) Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

Linksmax Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

Sidmouth Care Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

Argentum Lodge Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

Mavern Care Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

St Peters Care Home Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

Woodleigh Christian Care Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Care Homes

%

Class of shares:

holding

Ordinary

100.00

Welford Bidco 3 Limited

Registered office: Granville Hall, Granville Road, Leicester, Leicestershire, England, LE1 7RU

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

100.00