REGISTERED NUMBER: 15275918 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 10 NOVEMBER 2023 TO 31 MARCH 2025

FOR

CENTURY HEALTHCARE 2 LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

N Brahmabhatt

N Brahmabhatt

REGISTERED OFFICE:

296 Clifton Drive South

Lytham St Annes

Lancashire

FY8 1LH

REGISTERED NUMBER:

15275918 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

Statutory Auditor

17 St Peters Place

Fleetwood

Lancashire

FY7 6EB

The directors present their strategic report for the period 10 November 2023 to 31 March 2025.

REVIEW OF BUSINESS

Century Healthcare 2 Limited was incorporated on the 10th November 2023 and this represents its first year of trading. During the year, the Company acquired one rest home from an external party and received a transfer of two additional care homes from another company within the same group as part of an internal restructuring.

The Company now operates three residential care homes providing accommodation, personal care, and specialist dementia care to elderly residents across the North West of England.

Following the acquisitions, the Company’s principal activities have centred on ensuring the smooth integration of the new operations, maintaining continuity of care for residents, and embedding group-wide quality, compliance, and operational standards.

Principal Activities

The Company’s principal activity is the provision of residential and nursing care services for older adults, including individuals with dementia or complex care needs.

The Company’s homes are regulated by the Care Quality Commission (CQC) and are committed to delivering safe, person-centred, and high-quality care in accordance with national standards and best practice guidelines.

Business Performance

The financial year represented a period of significant transition and investment. Revenue was generated primarily from private fee-paying residents and local authority-funded placements.

Performance in the first year reflected:

-Steady occupancy levels following the transfer and acquisition of homes;

-Additional integration and refurbishment costs following acquisition;

-Establishment of new central management, HR, and finance structures; and

-Positive CQC engagement and continuity of existing service standards.

The directors are satisfied with the results for the first year of trade, which show an operating profit of £321,784.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's operations expose it to a variety of financial risks that include the effects of changes in credit risk, price risk, liquidity risk and interest rate risk.

The company's principle financial instruments comprise cash deposits, bank loans and overdrafts, together with trade debtors and trade creditors arising directly from trading.

Price risk

The company pricing policy is largely dependant upon social services. Each year social services revise their fees dependant upon the placement type. The company use these revised fees as a basis for their own fees in order to remain competitive.

Credit risk

The credit risk attributable to trade debtors is low as the company receives regular monthly payments from both social services and private residents. The company has good systems in place for the management of debts and the incidence of bad debt on private fees has been minimal.

Interest risk

The Company is exposed to interest rate risk on its bank loan, which carries a variable rate of interest. The directors monitor this exposure on an ongoing basis and consider the risk to be appropriately managed given the level of borrowings and current market conditions.

Operational risks

The company's activities expose it to a number of operational risks including reputational risk and regulatory risk.

Reputational risks

We welcome independent visits from authorities such as the CQC to ensure we are acting at the very highest standard. This in turns ensures that our reputation remains high.

Regulatory risks

The care home sector is a highly regulated industry and the company is subject to a number of inspections from various agencies, the majority of which, are unannounced. Any failure to meet the necessary regulations could lead to the homes being placed in special measures or even closed.

ON BEHALF OF THE BOARD:

N Brahmabhatt - Director

14 January 2026

The directors present their report with the financial statements of the company for the period 10 November 2023 to 31 March 2025.

INCORPORATION

The company was incorporated on 10 November 2023 and commenced trading on 26 February 2024.

DIVIDENDS

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

DIRECTORS

The directors shown below have held office during the whole of the period from 10 November 2023 to the date of this report.

N Brahmabhatt

N Brahmabhatt

Both the directors, being eligible, offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are 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 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 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 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 directors are 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 each director 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, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N Brahmabhatt - Director

14 January 2026

Opinion

We have audited the financial statements of Century Healthcare 2 Limited (the 'company') for the period ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 loss for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 Directors 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 Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have 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:

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and the industry in which it operates;

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, care home regulations and health and safety legislation;

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

Performed analytical procedures to identify any unusual or unexpected relationships;

Tested journal entries to identify unusual transactions;

Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

Agreeing financial statement disclosures to underlying supporting documentation;

Enquiring of management as to actual and potential litigation and claims; and

Reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, CQC, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

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

Martin Wigley MSc ACA ATII (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Statutory Auditor

17 St Peters Place

Fleetwood

Lancashire

FY7 6EB

14 January 2026

TURNOVER

4,796,759

Cost of sales

3,478,268

GROSS PROFIT

1,318,491

Administrative expenses

996,707

OPERATING PROFIT

4

321,784

Interest receivable and similar income

486

322,270

Interest payable and similar expenses

5

293,347

PROFIT BEFORE TAXATION

28,923

Tax on profit

6

36,249

LOSS FOR THE FINANCIAL PERIOD

(7,326

)

LOSS FOR THE PERIOD

(7,326

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(7,326

)

FIXED ASSETS

Tangible assets

7

4,709,132

CURRENT ASSETS

Stocks

8

1,000

Debtors

9

3,909,632

Cash at bank and in hand

162,646

4,073,278

CREDITORS

Amounts falling due within one year

10

(8,773,405

)

NET CURRENT LIABILITIES

(4,700,127

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,005

PROVISIONS FOR LIABILITIES

13

(16,329

)

NET LIABILITIES

(7,324

)

CAPITAL AND RESERVES

Called up share capital

14

2

Retained earnings

(7,326

)

SHAREHOLDERS' FUNDS

(7,324

)

The financial statements were approved by the Board of Directors and authorised for issue on 14 January 2026 and were signed on its behalf by:

N Brahmabhatt - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

2

-

2

Total comprehensive income

-

(7,326

)

(7,326

)

Balance at 31 March 2025

2

(7,326

)

(7,324

)

1.	STATUTORY INFORMATION

Century Healthcare 2 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The company's balance sheet shows an excess of liabilities over assets of £7,324 and net current liabilities of £4,700,127.

The company is dependent upon the continuing support of its directors and other creditors to enable

it to meet its day to day working capital requirements. On this basis the financial statements have been prepared on the going concern basis. The financial statements do not include any adjustments that would result from the withdrawal of the support of the creditors.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions 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;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of NBB Holdings Limited as 31st March 2025 and these financial statements may be obtained from Companies House, Cardiff, CF14 3UZ.

Turnover

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

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

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

3,112,334

Social security costs

282,297

Other pension costs

38,727

3,433,358

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

Care and domestic staff

152

Management staff

6

158

£

Directors' remuneration

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

£

Hire of plant and machinery

527

Other operating leases

3,832

Depreciation - owned assets

129,310

Auditors' remuneration

12,500

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Bank loan interest

293,338

Other interest

9

293,347

6.

TAXATION

Analysis of the tax charge

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

£

Current tax:

UK corporation tax

19,920

Deferred tax

16,329

Tax on profit

36,249

Reconciliation of total tax charge included in profit and loss

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

£

Profit before tax

28,923

Profit multiplied by the standard rate of corporation tax in the UK of 25%

7,231

Effects of:

Expenses not deductible for tax purposes

29,018

Capital allowances in excess of depreciation

(16,329

)

Deferred tax

16,329

Total tax charge

36,249

7.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

property

machinery

fittings

£

£

£

COST

Additions

4,602,463

148,478

77,055

At 31 March 2025

4,602,463

148,478

77,055

DEPRECIATION

Charge for period

92,049

22,272

11,558

At 31 March 2025

92,049

22,272

11,558

NET BOOK VALUE

At 31 March 2025

4,510,414

126,206

65,497

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

Additions

206

10,240

4,838,442

At 31 March 2025

206

10,240

4,838,442

DEPRECIATION

Charge for period

52

3,379

129,310

At 31 March 2025

52

3,379

129,310

NET BOOK VALUE

At 31 March 2025

154

6,861

4,709,132

8.

STOCKS

£

Stocks

1,000

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade debtors

247,755

Amounts owed by group undertakings

3,587,502

Other debtors

408

Prepayments

73,967

3,909,632

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Bank loans and overdrafts (see note 11)

5,190,869

Trade creditors

135,547

Amounts owed to group undertakings

2,960,176

Tax

19,920

Social security and other taxes

64,261

Other creditors

92,747

Directors' current accounts

81,050

Accruals and deferred income

228,835

8,773,405

11.

LOANS

An analysis of the maturity of loans is given below:

£

Amounts falling due within one year or on demand:

Bank loans

5,190,869

12.	SECURED DEBTS

The following secured debts are included within creditors:

£

Bank loans

5,190,869

The bank loan is secured on the assets of the company.

13.	PROVISIONS FOR LIABILITIES

£

Deferred tax

Accelerated capital allowances

16,329

Deferred

tax

£

Charge to Income Statement during period

16,329

Balance at 31 March 2025

16,329

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

2

Ordinary

£1

2

2 Ordinary shares of £1 each were allotted and fully paid for cash at par during the period.