ACCOUNTS - Final Accounts preparation

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

As restated

Registered number: 12057915

VEILCHENBLAU ESTATES LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

VEILCHENBLAU ESTATES LTD

COMPANY INFORMATION

Directors	W R Collins (appointed 11 November 2024)
	S A J Nahum
	E M Sawyer (resigned 11 November 2024)


Registered number	12057915


Registered office	4th Floor Millbank Tower
	21-24 Millbank
	London
	SW1P 4QP


Independent auditors	Adler Shine LLP
	Chartered Accountants & Statutory Auditors
	Aston House
	Cornwall Avenue
	London
	N31LF

VEILCHENBLAU ESTATES LTD

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 8
Independent Auditors' Report	9 - 13
Consolidated Statement of Comprehensive Income	14
Consolidated Balance Sheet	15 - 16
Company Balance Sheet	17
Consolidated Statement of Changes in Equity	18
Company Statement of Changes in Equity	19
Consolidated Statement of Cash Flows	20 - 21
Consolidated Analysis of Net Debt	22
Notes to the Financial Statements	23 - 46

VEILCHENBLAU ESTATES LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The directors present the strategic report for the year ended 31 March 2025.

Business review

The performance in the year is in line with expectations and reflects the maturing nature of the Group's Care homes and the impact of new care home management contracts entered into during the year.
Turnover for the year was £394.4m (2024 restated: £296.1m). The Group recorded an operating profit of £2.7m (2024: £0.4m loss).
Management operate and monitor the business on a pre-exceptional operating profitability and EBITDA basis, upon which the results for the year can be summarised as follows:

EBITDA profitability
	2025	As restated 2024
	£'000	£'000

Operating profit/(loss)	2,686	(443)
Add back depreciation	7,386	6,007
Add back amortisation	9,736	9,736
EBITDA (pre-exceptional items)	19,808	15,300

Page 1

VEILCHENBLAU ESTATES LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

The Group is currently in the process of refurbishing and repositioning a number of care homes and continues to focus on growing the business organically and through selective acquisitions.
It is worth outlining our relationship with Welltower Inc who are one of the most respected and longest established Real Estate Investment Trusts (REITs) in the USA. Welltower always seeks to partner with best in class operators and this led to them selecting Avery Healthcare to work with as their principal partner in the UK.
Group's objectives
• To establish a group of care homes and retirement living facilities, all of which will be of the highest quality from both an environmental and care delivery perspective, where the resident is at the centre of all our activities;
• To recruit and provide training to staff of a similarly high calibre;
• Continue to evolve and use our quality assurance system to assist in delivering our aim of providing high quality care to the elderly;
• Continuous expenditure on the environment and fabric of the buildings. Continued recognition of the importance of this to the residents of our facilities;
• To achieve above industry average outcomes from reviews and inspections undertaken by sector regulators; and
• To achieve a financial performance in line with budget and in excess of sector norms.
How we will achieve this:
• Providing better care which offers good value for the high-quality services provided compared with our competitors;
• Building care homes and retirement living facilities in the correct locations, to standards well in excess of the required minimum;
• Providing a career path for all our staff;
• Providing the training and support to teach staff the art of caring and the responsibilities it entails;
• Complying with all regulatory requirements; and
• Providing a quality of care which achieves or exceeds the highest regulatory standards.
How we will assess our performance
• Close supervision and support of our care home and retirement living facility managers by high calibre and experienced regional staff;
• Achievable operational budgets; and
• Weekly reporting to care home and retirement living facility managers on key performance indicators.
Assessment of uncertainties and risks
• Continued assessment of the long-term care sector and the potential changes on the horizon;
• Monitor government policy and the impact on the care sector of proposed changes in either social economic terms or direct government focus. Respond to potential changes in the general political climate of the privately provided care sector; and
• Monitor the housing market and pensions, enabling an assessment of service user's ability to pay for care services.

Page 2

VEILCHENBLAU ESTATES LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties

Regulatory risk
The Group's operations are subject to an increasingly high level of regulation and scrutiny by the CQC across the UK. Management place a high focus on quality and safety within each of its care homes in order to be compliant with these requirements and to support the group in providing a high quality of care to each of its residents.
Market risk
Group turnover is predominantly generated by private funded clients mitigating the risk of government or local authority changes to funding rates. The group continually monitor fee rates against local market condition on a home-by-home basis.
The principal strategic and operational risks are included above. The Group seeks to reduce financial risk to a commercially acceptable level through the application of stringent financial management controls and reporting. Notes 24 include further details of financial instruments. The Company and Group's financial instruments comprised cash, debtors, creditors, bank loans and share capital.

Financial key performance indicators

The Group monitors the performance of the business using the following measures:
• Earnings before interest, tax, depreciation and amortisation (EBITDA): £19.8m (2024 restated: £15.3m).

Other key performance indicators

Management monitor and review financial and non-financial KPIs such as: occupancy rates, average fee rates,
agency usage and its Care Quality Commission ratings.

Page 3

VEILCHENBLAU ESTATES LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Directors' statement of compliance with duty to promote the success of the Group

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
• The likely consequence of any decision in the long term;
• The interests of the company's employees;
• The need to foster the company's business relationships with suppliers, customers and others;
• The impact of the company's operations on the community and the environment;
• The desirability of the company maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between members of the company.
In discharging these duties, the Directors undertake and encourage regular engagement with stakeholders including our residents, colleagues, property owners and investors.
With regard to our residents and staff, an example of some of the initiatives the directors have put in place are as follows:
• Encourage Home Managers and Regional Managers to have open dialogue with staff, residents and residents' families;
• Provision of resident feedback cards in our homes, reviewed and followed up by Regional Managers on home review visits;
• Provision of a confidential concerns hotline for staff, residents and their families;
• Annual staff and resident surveys; and
• Annual performance reviews for all staff.
For our property owners and investors, the directors circulate financial data on a monthly basis and hold regular meetings to discuss the performance of the business.

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

S A J Nahum

Director

Date: 23 December 2025

Page 4

VEILCHENBLAU ESTATES LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

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 judgements 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.

Principal activity

The principal activity of Veilchenblau Estates Limited during the year was that of a holding company. The Group is engaged in the provision of specialist services for the elderly together with the development and operation of care homes and retirement living facilities.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £3,961,747 (2024 - loss £3,464,081).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

W R Collins (appointed 11 November 2024)

S A J Nahum

E M Sawyer (resigned 11 November 2024)

Page 5

VEILCHENBLAU ESTATES LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Future developments

The Group continues to focus on the expansion of the business through new management contracts and the development of new care homes and retirement living facilities, and has a number of potential sites under active review.

Engagement with employees

The Group has a well-established policy of providing employees with information about the Group through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Engagement with suppliers, customers and others

Details on how the group has fostered relationships with suppliers, customers and others can be found within the Section 172 statement in the Strategic Report.

Page 6

VEILCHENBLAU ESTATES LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows:
				2025	2024

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)	19,760.28	13,575.25
Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh	103,936,046	96,238,167

Quantification and reporting methodology
The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the provided greenhouse gas reporting figures for the relevant year . The financial control approach has been used to define the scope boundary.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per number of beds. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals.

Measures taken to improve energy efficiency
Avery recognises that the company’s primary responsibility is to reduce emissions as far as possible. However, as Avery work towards responsible consumption practices, to mitigate any impact, a green tariff for 100% renewable electricity has been purchased. Every unit of renewable energy purchased comes with its own Renewable Energy Guarantee of Origin (REGO) certificate. This means there are no associated carbon emissions from electricity, reducing the carbon footprint by 7,420.89 tCO2e (2024 - 6,741.04 tCO2e), however location-based grid average emissions have been used to report the emissions figure.
Avery undertook a LED light installation project throughout their homes during this reporting period. They will continue to purchase 100% renewable electricity.

An overall intensity ratio of gross Scope 1, 2 and 3 emissions per number of beds has been calculated as 2.00 (2024 - 1.67).
The increase in energy consumption is reflective of the increase in number of care homes under the management of the Group.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Page 7

VEILCHENBLAU ESTATES LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Post balance sheet events

Details of post balance sheet events are set out in Note 32 to the financial statements.

Auditors

The auditors, Adler Shine LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Going concern
The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.
The Group meets its day to day working capital requirements through operating cash flows and debt financing. The directors have prepared cash flow forecasts for the period to 31 March 2027. These forecasts show that the Group and Company will have sufficient cash to continue to operate, whilst servicing its debt interest and settling all liabilities that become due for the next 12 months from the date of the approval of these financial statements.
The directors are, at the time of approving the financial statements, confident that the Group and Company has adequate resources to continue in operational existence for the foreseeable future and will have sufficient liquidity to meet its commitments as and when the liabilities fall due for the next 12 months from the date of the approval of these financial statements and have therefore prepared these financial statements on a going concern basis.

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

S A J Nahum

Director

Date: 23 December 2025

Page 8

VEILCHENBLAU ESTATES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD

Opinion

We have audited the financial statements of Veilchenblau Estates Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, 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 March 2025 and of the Group's loss 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 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 9

VEILCHENBLAU ESTATES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Page 10

VEILCHENBLAU ESTATES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 11

VEILCHENBLAU ESTATES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD (CONTINUED)

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 an Auditors' 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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, and then design and perform audit procedures responsive to those risks, including obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities;
• performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances of non-compliance. The key laws and regulations we considered in this context included UK Companies Act, data protection, anti-bribery, employment law, health and safety, tax legislation, Money Laundering Act and Care Quality Commission (CQC) regulations.
• discussed matters among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships.
• auditing the risk of management override of controls, including through testing journal entries for appropriateness and review of large and unusual bank transactions.
In response to the risk of irregularities and noncompliance with laws and regulations, we designed procedures which included, but are not limited to;
• agreeing financial statements disclosures to underlying supporting documentation.
• reviewing of minutes of meetings of those charged with governance.
• enquiring of management as to actual and potential litigation and claims.
• reviewing correspondence with HMRC.
• inspection of regulatory documentation for compliance with CQC requirements and making enquiries with management regarding communication with CQC

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

Page 12

VEILCHENBLAU ESTATES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD (CONTINUED)

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

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 Auditors' 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.

Alexander Chrysaphiades FCA (Senior Statutory Auditor)

for and on behalf of

Adler Shine LLP

Chartered Accountants

Statutory Auditors

Aston House

Cornwall Avenue

London

N31LF

23 December 2025

Page 13

VEILCHENBLAU ESTATES LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025


		As restated
	2025	2024
Note	£	£


Turnover	4	394,444,141	296,141,345
Cost of sales		(271,924,243)	(178,611,404)
Gross profit		122,519,898	117,529,941
Administrative expenses		(119,718,504)	(118,257,980)
Other operating income	5	109,105	421,270
Exceptional other operating charges		(224,836)	-
Operating profit/(loss)	6	2,685,663	(306,769)
Share of profit of joint venture		-	(136,454)
Total operating profit/(loss)		2,685,663	(443,223)
Interest receivable and similar income	10	751,404	142,782
Interest payable and similar expenses	11	(4,614,282)	(4,365,416)
Loss before taxation		(1,177,215)	(4,665,857)
Tax on loss	12	(1,122,058)	3,025,612
Loss for the financial year		(2,299,273)	(1,640,245)

Loss for the year attributable to:
Non-controlling interests	1,662,474	1,823,836
Owners of the parent Company	(3,961,747)	(3,464,081)
	(2,299,273)	(1,640,245)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 23 to 46 form part of these financial statements.

Page 14

VEILCHENBLAU ESTATES LTD

REGISTERED NUMBER: 12057915

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Intangible assets	14		74,424,697		84,160,876
Tangible assets	15		40,921,447		38,444,390
			115,346,144		122,605,266
Current assets
Stocks	17	331,053		608,993
Debtors: amounts falling due after more than one year	18	2,937,047		2,218,845
Debtors: amounts falling due within one year	18	27,983,620		37,012,485
Cash at bank and in hand	19	19,130,513		14,129,308
		50,382,233		53,969,631
Creditors: amounts falling due within one year	20	(116,248,276)		(66,913,582)
Net current liabilities			(65,866,043)		(12,943,951)
Total assets less current liabilities			49,480,101		109,661,315
Creditors: amounts falling due after more than one year	21		(96,180,371)		(154,062,312)

Net liabilities			(46,700,270)		(44,400,997)

Capital and reserves
Called up share capital	26	1	1
Profit and loss account	27	(27,257,192)	(23,295,445)
Equity attributable to owners of the parent Company		(27,257,191)	(23,295,444)
Non-controlling interests		(19,443,079)	(21,105,553)
		(46,700,270)	(44,400,997)

Page 15

VEILCHENBLAU ESTATES LTD

REGISTERED NUMBER: 12057915

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S A J Nahum

Director

Date: 23 December 2025

The notes on pages 23 to 46 form part of these financial statements.

Page 16

VEILCHENBLAU ESTATES LTD

REGISTERED NUMBER: 12057915

COMPANY BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	16		21,350,150		21,350,150
			21,350,150		21,350,150
Current assets
Debtors: amounts falling due after more than one year	18	2,937,047		2,218,845
Cash at bank and in hand	19	48,970		47,405
		2,986,017		2,266,250
Creditors: amounts falling due within one year	20	(24,972,996)		(12,877,811)
Net current liabilities			(21,986,979)		(10,611,561)
Total assets less current liabilities			(636,829)		10,738,589

Creditors: amounts falling due after more than one year	21		-		(11,847,675)

Net liabilities			(636,829)		(1,109,086)

Capital and reserves
Called up share capital		1		1
Profit and loss account brought forward	(1,109,087)		(884,990)
Profit/(loss) for the year	472,257		(224,097)
Profit and loss account carried forward		(636,830)		(1,109,087)
		(636,829)		(1,109,086)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S A J Nahum

Director

Date: 23 December 2025

The notes on pages 23 to 46 form part of these financial statements.

Page 17


		VEILCHENBLAU ESTATES LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£
At 1 April 2023 (as previously stated)	1	(19,536,196)	(19,536,195)	(23,224,557)	(42,760,752)
Prior year adjustment - correction of error	-	(295,168)	(295,168)	295,168	-
At 1 April 2023 (as restated)	1	(19,831,364)	(19,831,363)	(22,929,389)	(42,760,752)
Comprehensive income for the year
Loss for the year	-	(3,464,081)	(3,464,081)	1,823,836	(1,640,245)
Total comprehensive income for the year	-	(3,464,081)	(3,464,081)	1,823,836	(1,640,245)

At 1 April 2024 (as previously stated)	1	(23,000,277)	(23,000,276)	(21,400,721)	(44,400,997)
Prior year adjustment - correction of error	-	(295,168)	(295,168)	295,168	-
At 1 April 2024 (as restated)	1	(23,295,445)	(23,295,444)	(21,105,553)	(44,400,997)
Comprehensive income for the year
Loss for the year	-	(3,961,747)	(3,961,747)	1,662,474	(2,299,273)
At 31 March 2025	1	(27,257,192)	(27,257,191)	(19,443,079)	(46,700,270)

The notes on pages 23 to 46 form part of these financial statements.

Page 18

VEILCHENBLAU ESTATES LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2023	1	(884,990)	(884,989)
Comprehensive income for the year
Loss for the year	-	(224,097)	(224,097)

At 1 April 2024	1	(1,109,087)	(1,109,086)
Comprehensive income for the year
Profit for the year	-	472,257	472,257
At 31 March 2025	1	(636,830)	(636,829)

The notes on pages 23 to 46 form part of these financial statements.

Page 19

VEILCHENBLAU ESTATES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(2,299,273)	(1,640,245)
Adjustments for:
Amortisation of intangible assets	9,736,179	9,736,181
Depreciation of tangible assets	7,385,663	6,007,586
Interest paid	4,614,282	4,365,416
Interest received	(751,404)	(142,781)
Taxation charge	1,122,058	(3,025,612)
Decrease in stocks	277,940	870,683
Decrease/(increase) in debtors	7,436,914	(5,454,863)
(Increase) in amounts owed by joint ventures	(718,201)	(458,655)
(Decrease)/increase in creditors	(7,506,411)	1,953,552
Increase in amounts owed to groups	2,686,033	512,725
Share of operating profit in joint ventures	-	136,454
Corporation tax (paid)/received	(942,775)	50,137
Net cash generated from operating activities	21,041,005	12,910,578

Cash flows from investing activities
Purchase of tangible fixed assets	(9,862,717)	(4,579,126)
Purchase of share in joint ventures	-	(136,454)
Interest received	33,201	668
HP interest paid	(2,256)	(28,778)
Associates interest received	-	142,113
Joint ventures interest received	718,203	-
Net cash from investing activities	(9,113,569)	(4,601,577)
Cash flows from financing activities
Repayment of other loans	(2,303,714)	-
Repayment of/new finance leases	(10,491)	(47,630)
Interest paid	(4,612,026)	(4,336,638)
Net cash used in financing activities	(6,926,231)	(4,384,268)
Net increase in cash and cash equivalents	5,001,205	3,924,733
Cash and cash equivalents at beginning of year	14,129,308	10,204,575
Cash and cash equivalents at the end of year	19,130,513	14,129,308

Page 20

VEILCHENBLAU ESTATES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

		2025	2024
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	19,130,513	14,129,308
	19,130,513	14,129,308

The notes on pages 23 to 46 form part of these financial statements.

Page 21

VEILCHENBLAU ESTATES LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MARCH 2025


At 1 April 2024	Cash flows	Other non-cash changes	At 31 March 2025
£	£	£	£

Cash at bank and in hand	14,129,308	5,001,205	-	19,130,513
Debt due after 1 year	(44,849,967)	2,303,714	42,546,253	-
Debt due within 1 year	-	-	(42,546,253)	(42,546,253)
Finance leases	(38,760)	10,491	-	(28,269)
	(30,759,419)	7,315,410	-	(23,444,009)

The notes on pages 23 to 46 form part of these financial statements.

Page 22

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Veilchenblau Estates Limited is a private limited by shares incorporated in England and Wales. The registered office is 4th Floor Millbank Tower, 21-24 Millbank, London, SW1P 4QP.

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 prepared in Pounds sterling, which is the functional currency of the Group, rounded to the nearest £1.

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 judgement in applying the Group's accounting policies (see Note 3).

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 06 December 2016.

Page 23

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.
The majority shareholders of the group have agreed to continue to provide the necessary financial support and working capital for at least one year from the date of the approval of these financial statements to allow the group and the parent company to meet its liabilities as they fall due.
The directors have prepared cash flow forecasts for the period to 31 March 2026. These forecasts show that the group and the parent company will have sufficient cash to continue to operate, whilst servicing its debt interest and settling all liabilities that become due for the next 12 months from the date of the approval of these financial statements.
The directors have, at the time of approving the financial statements, a reasonable expectation that the group and the parent company have adequate resources to continue in operational existence for the foreseeable future and will have sufficient liquidity to meet its commitments as and when the liabilities fall due for the next 12 months from the date of the approval of these financial statements

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Turnover represents fee income relating to the recognition at the fair value of the consideration received or receivable for the provision of management and care services, net of value added tax (if applicable) and the sale of properties acquired or developed by the Company where a forward sales agreement is in place. Fee income comprises care fees which are recognised when the delivery of the service is completed. Fees invoiced in advance are included as deferred income until the service is completed.

2.5

Operating leases: the Group as lessee

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

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

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

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.

Page 24

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

Borrowing costs

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

2.9

Pensions

Defined contribution pension plan

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

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

Current and deferred taxation

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

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

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

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

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

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

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

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 25

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

2.12

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, initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses..

Depreciation is provided on the following basis:

Land and buildings	-	Over 50 years
Leasehold improvements	-	5 to 10 years
Motor vehicles	-	4 years
Fixtures and fittings	-	6 to 7 years
Computer equipment	-	5 years

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

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

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

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.

2.17

Cash and cash equivalents

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

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

2.18

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.

Page 27

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.19

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.

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the

Page 28

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are

Page 29

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The key assumptions and other key sources of uncertainty that have a significant effect on the amount recognised in the financial statements are described below:
Intangible and tangible fixed assets
Judgements have been made in relation to the lives of intangible and tangible fixed assets, in particular the valuation, the useful economic life and residual value of assets. The Directors are also required to consider the carrying value of assets and whether any impairment is required, or reversal of previously recognised impairments.
The Directors have concluded that the asset values and residual values are appropriate and are satisfied that assets are fairly stated at the balance sheet date.
Provisions
The Directors have considered the requirement for provisions in respect of the recoverability of the value of assets and debts, as well as provisions for liabilities (including accrued expenses) based on reasonable expectations, knowledge of the business and historic trends.
Judgements have been made in relation to the recoverability of debtors and the Directors are satisfied that adequate provision is made such that debts stated net of provisions are recoverable.
The Directors have considered and concluded that the valuations of provisions are appropriate.

Page 30

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Care management contract income and operation of care homes and retirement living facilities	394,444,141	294,516,414
Development of care homes	-	1,624,931
	394,444,141	296,141,345

All turnover arose within the United Kingdom.

Other operating income	109,105	421,270
	109,105	421,270

Other operating income relates to ancillary income received from residents in relation to non-care services.

Depreciation of owned tangible fixed assets	7,385,661	6,007,586
Amortisation of intangible assets	9,736,179	9,736,181
Other operating lease rentals	55,407,525	55,377,549

Page 31

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	11,250	20,050
Fees payable to the Company's auditors and their associates in respect of:
The auditing of accounts of associates of the Company	260,000	270,000

8.	Employees
	Staff costs were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	271,423,883	175,565,341
Social security costs	9,309,426	7,702,367
Cost of defined contribution scheme	1,729,834	1,565,293
	282,463,143	184,833,001

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

	2025	2024
	No.	No.

Management and administration	960	621
Nursing, care and domestic staff	6,929	4,585

	7,889	5,206

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

9.	Directors' remuneration
	None of the Directors are remunerated by either the Parent Company or any group company.

The directors are considered to be the Key Management Personnel.

Page 32

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.	Interest receivable and similar income
		2025	2024
		£	£

Share of joint ventures' interest receivable	718,203	142,113
Other interest receivable	33,201	669
	751,404	142,782

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	4,612,026	4,336,638
Finance leases and hire purchase contracts	2,256	28,778
	4,614,282	4,365,416

Corporation tax
Current tax on profits for the year	566,120	358,450
Adjustments in respect of previous periods	(1,018,501)	-
	(452,381)	358,450

Total current tax	(452,381)	358,450

Deferred tax
Origination and reversal of timing differences	1,574,439	(3,384,062)
Total deferred tax	1,574,439	(3,384,062)


	Tax on profit	1,122,058	(3,025,612)

Page 33

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.Taxation (continued)

Loss on ordinary activities before tax

(1,177,215)

(4,665,857)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(294,304)	(1,166,464)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	2,364,658	2,579,930
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	416,554	994,959
Utilisation of tax losses	-	(6,093,096)
Adjustments to tax charge in respect of prior periods	493,427	691,712
Other differences leading to an increase (decrease) in the tax charge	(115,158)	(32,653)
Group relief	(1,743,119)	-
Total tax charge for the year	1,122,058	(3,025,612)

13.	Exceptional items
		2025	2024
		£	£

	Exceptional interest charges	224,836	-
		224,836	-

Exceptional interest charges relate to loans previously associated with certain freehold properties that were disposed of in prior periods. It was subsequently identified that an interest amount remained outstanding on those loans, which was settled during the current year.

Page 34

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 April 2024	105,849,793
	At 31 March 2025	105,849,793
	Amortisation
	At 1 April 2024	21,688,917
	Charge for the year on owned assets	9,736,179
	At 31 March 2025	31,425,096
	Net book value
	At 31 March 2025	74,424,697
	At 31 March 2024	84,160,876

Page 35

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Motor vehicles	Fixtures and fittings	Computer equipment
	£	£	£	£	£
Cost or valuation
At 1 April 2024	23,465,020	29,830,640	480,136	24,136,755	4,792,512
Additions	49,979	5,851,473	6,098	3,220,205	734,962
At 31 March 2025	23,514,999	35,682,113	486,234	27,356,960	5,527,474
Depreciation
At 1 April 2024	2,814,119	20,031,671	398,918	17,237,884	3,778,080
Charge for the year on owned assets	742,036	4,014,882	35,145	2,159,990	433,608
At 31 March 2025	3,556,155	24,046,553	434,063	19,397,874	4,211,688
Net book value
At 31 March 2025	19,958,844	11,635,560	52,171	7,959,086	1,315,786
At 31 March 2024	20,650,901	9,798,969	81,218	6,898,870	1,014,432

Page 36

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.Tangible fixed assets (continued)

		Total
		£
	Cost or valuation
	At 1 April 2024	82,705,063
	Additions	9,862,717
	At 31 March 2025	92,567,780
	Depreciation
	At 1 April 2024	44,260,672
	Charge for the year on owned assets	7,385,661
	At 31 March 2025	51,646,333
	Net book value
	At 31 March 2025	40,921,447
	At 31 March 2024	38,444,390

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Freehold	19,958,844	20,650,902
Long leasehold	11,635,560	9,798,971
	31,594,404	30,449,873

Page 37

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.	Fixed asset investments

	Company

	Investments in subsidiary companies	Investment in joint ventures	Total
	£	£	£
Cost or valuation
At 1 April 2024	21,350,150	911,659	22,261,809
At 31 March 2025	21,350,150	911,659	22,261,809
Impairment
At 1 April 2024	-	911,659	911,659
At 31 March 2025	-	911,659	911,659
Net book value
At 31 March 2025	21,350,150	-	21,350,150
At 31 March 2024	21,350,150	-	21,350,150

Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name	Class of shares	Holding

Avery Healthcare Holdings Limited

Ordinary

83.24%

Page 38

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

Avery Healthcare Group Limited	Ordinary	75%
Avery Opco Lessee Limited	Ordinary	75%
Willowbrook Healthcare Group Limited	Ordinary	75%
Willowbrook Healthcare Limited	Ordinary	75%
Willowbrook Healthcare Debtco Limited	Ordinary	75%
Avery at the Mirimar (Operations) Limited	Ordinary	75%
Avery Homes Downend Limited	Ordinary	75%
Avery at Loxely Park (Homecare) Limited	Ordinary	75%
Avery at Loxely Park (Operations) Limited	Ordinary	75%
Avery Homes Droitwich Limited	Ordinary	75%
Avery (Glenmoor) Limited	Ordinary	75%
Avery Homes Bracknell Limited	Ordinary	75%
Avery (Lucas Court) Limited	Ordinary	75%
Adept Build Limited	Ordinary	75%
Avery Homes Wellingborough Limited	Ordinary	75%
Avery Homes Stafford Limited	Ordinary	75%
Avery Homes Grove Park Limited	Ordinary	75%
Avery Homes Derby Limited	Ordinary	75%
Hawthorns Retirement Living Limited	Ordinary	75%
Avery Holdco Cannock Limited	Ordinary	75%
Avery Care (Cannock) Limited	Ordinary	75%
Avery Homes Wolverhampton Limited	Ordinary	75%
Willowbrook Healthcare Developments Limited	Ordinary	75%
Avery Homes Cliftonville Limited	Ordinary	75%
Highcliffe Care Centre Limited	Ordinary	75%
Avery Homes Kirkstall Limited	Ordinary	75%
Avery Homes Newcastle UL Limited	Ordinary	75%
Avery Homes Hanford Limited	Ordinary	75%
Avery Homes Moston Limited	Ordinary	75%
Avery Homes Rugeley Limited	Ordinary	75%
Avery Homes Hatfield Limited	Ordinary	75%
Avery Homes Nuthall Limited	Ordinary	75%
Avery Homes Hinckley Limited	Ordinary	75%
Avery Homes Nuneaton Limited	Ordinary	75%
Avery Homes WSM Limited	Ordinary	75%
Avery Homes Weybridge Limited	Ordinary	75%
Avery Homes (Nelson) Limited	Ordinary	75%
Avery Management Services Limited	Ordinary	75%
Avery Homes SH Limited	Ordinary	75%
Avery Homes TH Limited	Ordinary	75%
Avery Homes (Cannock) Limited	Ordinary	75%
AH Littleover Holdco Limited	Ordinary	75%
Willow Domicilary Care Limited	Ordinary	75%
Avery Homes RH Limited	Ordinary	75%
Avery Homes Clevedon Limited	Ordinary	75%
Avery Homes Stratford Limited	Ordinary	75%
Avery Homes Lichfield Limited	Ordinary	75%
Litchfield Care Limited	Ordinary	75%
Avery Healthcare Developments Limited	Ordinary	75%
Avery Homes Kingstanding Limited	Ordinary	75%
Avery Cannock Opco Limited	Ordinary	75%
Avery Healthcare Limited	Ordinary	75%
Avery Homes Nominee 1 Limited	Ordinary	75%
Avery Homes Nominee 2 Limited	Ordinary	75%
Avery Healthcare Management Limited	Ordinary	75%

Page 39

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Indirect subsidiary undertakings (continued)

Name

Class of shares

Holding

AH Braintree Limited

Ordinary

75%

All the companies listed above are registered at 3 Cygnet Drive, Swan Valley, Northampton NN4 9BS.

17.	Stocks
		Group	Group
		2025	2024
		£	£

Consumables	331,053	485,704
Work in progress	-	123,289
	331,053	608,993

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 40

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Due from participating interests	2,937,047	2,218,845	2,937,047	2,218,845
	2,937,047	2,218,845	2,937,047	2,218,845

Since the balance sheet date, amounts due from participating interests have been repaid.

		Group	Group As restated
		2025	2024
		£	£

Due within one year
Trade debtors	14,033,781	16,111,413
Other debtors	1,709,581	5,818,915
Prepayments and accrued income	9,214,802	10,610,419
Amounts recoverable on long-term contracts	128,157	-
Deferred taxation	2,897,299	4,471,738
	27,983,620	37,012,485

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	19,130,513	14,129,308	48,970	47,405
	19,130,513	14,129,308	48,970	47,405

Page 41

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		£	£	£	£

Other loans	42,546,253	-	-	-
Trade creditors	7,798,735	10,587,420	12,000	358,559
Amounts owed to group undertakings	15,185,285	12,499,252	15,185,285	12,499,252
Corporation tax	491,321	1,903,989	-	-
Other taxation and social security	5,109,502	5,512,592	-	-
Obligations under finance lease and hire purchase contracts	-	11,513	-	-
Other creditors	32,484,758	22,639,963	9,543,961	-
Accruals and deferred income	12,632,422	13,758,853	231,750	20,000
	116,248,276	66,913,582	24,972,996	12,877,811

21.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	-	44,849,967	-	-
Net obligations under finance leases and hire purchase contracts	28,269	27,247	-	-
Other creditors	-	11,847,675	-	11,847,675
Accruals and deferred income	96,152,102	97,337,423	-	-
	96,180,371	154,062,312	-	11,847,675

Accruals for future property rent increases have arisen from spreading guaranteed future rent increases over the lease term.

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VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£	£

Amounts falling due within one year
Other loans	42,546,253	-
Amounts falling due 1-2 years
Other loans	-	44,849,967


	42,546,253	44,849,967

At the balance sheet date, Other loans include term facilities provided to group entities by Hightower Finance Limited. The loans consist of two loans as follows:
• £20,000,000 loan - interest is calculated based on Bank of England base rate plus 5.5%.
• £24,849,967 loan – interest is calculated at a nominal rate of 11%.
Both loans are due for repayment as bullet payments in March 2025. Since the Balance Sheet date, the Group has agreed an extension to the facility to 31 March 2026. The Group has entered into further discussions for extending the facilities beyond 31 March 2026 however, the final terms have yet to be agreed at the time of approval of these financial statements.
While the Directors have a high level of expectation that the facility will be extended, they consider it appropriate to disclose the Other loan balances within liabilities due within one year.

23.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	-	11,513
Between 1-5 years	28,269	27,247
	28,269	38,760

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Page 43

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

24.	Financial instruments
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	19,130,513	19,130,513	48,970	47,405

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.

25.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	4,471,738	1,087,676
Charged to profit or loss	(1,574,439)	3,384,062
At end of year	2,897,299	4,471,738

The deferred tax asset is made up as follows:
	Group	Group
	2025	2024
	£	£

Accelerated capital allowances	(676,172)	(458,253)
Tax losses carried forward	3,399,557	4,771,163
Provisions	173,914	158,828
	2,897,299	4,471,738

Page 44

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

26.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

27.

Reserves

Merger Reserve

The Merger Reserve arises on recognition of business combinations and represents the difference in fair value and carrying value of the business acquired.

Profit and loss account

The Profit and loss account represents cumulative net gains and losses less distributions made.

28.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,729,834 (2024 - £1,565,293). Contributions totalling £741,992 (2024 - £636,625) were payable to the fund at the balance sheet date.

29.	Commitments under operating leases
	At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	57,907,930	56,188,686
Later than 1 year and not later than 5 years	249,903,440	242,482,669
Later than 5 years	293,407,840	358,736,541
	601,219,210	657,407,896

30.Other financial commitments

The Group is part of a cross collateral security arrangement to secure the Group’s operating property leases with Welltower Inc of Toledo USA.

Page 45

VEILCHENBLAU ESTATES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

31.	Related party transactions
	Transactions with related parties During the year, the group entered into the following transactions with related parties:

		2025	2024
		£	£

	Group
	Interest payable to connected companies	4,612,011	4,281,791

Other information
The Group has taken the exemption available in FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertakings of the group.
At the year end, the company was owed £2,937,047 (2024 - £2,218,845) by its associates and joint ventures. The loans are interest-free and are repayable between two and five years.

32.	Post balance sheet events

Operational incident and impact on residents
On 9 July 2025, a serious incident occurred at Highcliffe Care Centre when a vehicle collided with the building. The directors initiated a full investigation in cooperation with the relevant authorities and are reviewing all safety protocols and procedures. Support has been made available to residents, staff, and families impacted by the event and residents were moved to a different care home as a result of the accident.
The incident also caused structural damage to part of the premises, and the directors are working with insurers and contractors to assess and carry out necessary repairs. The financial impact is currently being evaluated and any material implications are appropriately disclosed in future reporting periods.
Acquisition of Artisan Care Group Limited
On 11 July 2025, the Group acquired 100% of the share capital of Artisan Care Group Limited and its subsidiaries. The acquisition includes 12 operational care homes across England.
As the transaction occurred after the balance sheet date, it is treated as a non-adjusting post balance sheet event under FRS 102 Section 32. No adjustments have been made to the financial statements.

33.	Controlling party

At the year end, the company was a subsidiary undertaking of Siena Enterprises Group Ltd, a company registered in the British Virgin Islands.
The smallest and largest group in which the results of the Company were consolidated were the group accounts of Siena Enterprises Group Ltd.
The ultimate parent company is Siena Enterprises Group Ltd, a company registered in the British Virgin Islands.

Page 46