IRIS Accounts Production v25.4.0.155 SC100505 Board of Directors 1.5.24 30.4.25 30.4.25 Medium entities true false true true false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh SC100505 2024-04-30 SC100505 2025-04-30 SC100505 2024-05-01 2025-04-30 SC100505 2023-04-30 SC100505 2023-05-01 2024-04-30 SC100505 2024-04-30 SC100505 ns15:Scotland 2024-05-01 2025-04-30 SC100505 ns14:PoundSterling 2024-05-01 2025-04-30 SC100505 ns10:Director1 2024-05-01 2025-04-30 SC100505 ns10:PrivateLimitedCompanyLtd 2024-05-01 2025-04-30 SC100505 ns10:MediumEntities 2024-05-01 2025-04-30 SC100505 ns10:Audited 2024-05-01 2025-04-30 SC100505 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-05-01 2025-04-30 SC100505 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-05-01 2025-04-30 SC100505 ns10:FullAccounts 2024-05-01 2025-04-30 SC100505 ns10:OrdinaryShareClass1 2024-05-01 2025-04-30 SC100505 ns10:Director6 2024-05-01 2025-04-30 SC100505 ns10:Director7 2024-05-01 2025-04-30 SC100505 ns10:RegisteredOffice 2024-05-01 2025-04-30 SC100505 ns10:Director4 2024-05-01 2025-04-30 SC100505 ns10:Director3 2024-05-01 2025-04-30 SC100505 ns10:Director2 2024-05-01 2025-04-30 SC100505 ns10:Director5 2024-05-01 2025-04-30 SC100505 ns5:CurrentFinancialInstruments 2025-04-30 SC100505 ns5:CurrentFinancialInstruments 2024-04-30 SC100505 ns5:ShareCapital 2025-04-30 SC100505 ns5:ShareCapital 2024-04-30 SC100505 ns5:RetainedEarningsAccumulatedLosses 2025-04-30 SC100505 ns5:RetainedEarningsAccumulatedLosses 2024-04-30 SC100505 ns5:ShareCapital 2023-04-30 SC100505 ns5:RetainedEarningsAccumulatedLosses 2023-04-30 SC100505 ns5:RetainedEarningsAccumulatedLosses 2023-05-01 2024-04-30 SC100505 ns5:RetainedEarningsAccumulatedLosses 2024-05-01 2025-04-30 SC100505 ns5:OwnedOrFreeholdAssets ns5:LandBuildings 2024-05-01 2025-04-30 SC100505 ns5:LeaseholdImprovements 2024-05-01 2025-04-30 SC100505 ns5:PlantMachinery 2024-05-01 2025-04-30 SC100505 ns5:MotorVehicles 2024-05-01 2025-04-30 SC100505 ns10:HighestPaidDirector 2024-05-01 2025-04-30 SC100505 ns5:OwnedAssets 2024-05-01 2025-04-30 SC100505 ns5:OwnedAssets 2023-05-01 2024-04-30 SC100505 ns5:HirePurchaseContracts 2024-05-01 2025-04-30 SC100505 ns5:HirePurchaseContracts 2023-05-01 2024-04-30 SC100505 ns5:LandBuildings 2024-04-30 SC100505 ns5:LeaseholdImprovements 2024-04-30 SC100505 ns5:PlantMachinery 2024-04-30 SC100505 ns5:MotorVehicles 2024-04-30 SC100505 ns5:LandBuildings 2024-05-01 2025-04-30 SC100505 ns5:LandBuildings 2025-04-30 SC100505 ns5:LeaseholdImprovements 2025-04-30 SC100505 ns5:PlantMachinery 2025-04-30 SC100505 ns5:MotorVehicles 2025-04-30 SC100505 ns5:LandBuildings 2024-04-30 SC100505 ns5:LeaseholdImprovements 2024-04-30 SC100505 ns5:PlantMachinery 2024-04-30 SC100505 ns5:MotorVehicles 2024-04-30 SC100505 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-04-30 SC100505 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-04-30 SC100505 ns5:WithinOneYear 2025-04-30 SC100505 ns5:WithinOneYear 2024-04-30 SC100505 ns5:BetweenOneFiveYears 2025-04-30 SC100505 ns5:BetweenOneFiveYears 2024-04-30 SC100505 ns5:MoreThanFiveYears 2025-04-30 SC100505 ns5:MoreThanFiveYears 2024-04-30 SC100505 ns5:AllPeriods 2025-04-30 SC100505 ns5:AllPeriods 2024-04-30 SC100505 ns5:Secured 2025-04-30 SC100505 ns5:Secured 2024-04-30 SC100505 ns5:AcceleratedTaxDepreciationDeferredTax 2025-04-30 SC100505 ns5:AcceleratedTaxDepreciationDeferredTax 2024-04-30 SC100505 ns5:DeferredTaxation 2024-04-30 SC100505 ns5:DeferredTaxation 2025-04-30 SC100505 ns10:OrdinaryShareClass1 2025-04-30 SC100505 ns5:RetainedEarningsAccumulatedLosses 2024-04-30 SC100505 ns10:Director4 4 2024-04-30 SC100505 ns10:Director4 4 2023-04-30 SC100505 ns10:Director4 4 2024-05-01 2025-04-30 SC100505 ns10:Director4 4 2023-05-01 2024-04-30 SC100505 ns10:Director4 4 2025-04-30 SC100505 ns10:Director4 4 2024-04-30 SC100505 1 2024-05-01 2025-04-30

REGISTERED NUMBER: SC100505 (Scotland)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended

30 April 2025

for

THISTLE HEALTHCARE LIMITED

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Contents of the Financial Statements

for the Year Ended 30 April 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Income Statement | 9 |

Other Comprehensive Income | 10 |

Balance Sheet | 11 |

Statement of Changes in Equity | 12 |

Cash Flow Statement | 13 |

Notes to the Cash Flow Statement | 14 |

Notes to the Financial Statements | 16 |

THISTLE HEALTHCARE LIMITED

Company Information

for the Year Ended 30 April 2025

| DIRECTORS: | A J Jamieson

| P G Mcniven

| M Singh

| REGISTERED OFFICE: | Barncluith Business Centre

| Townhead Street

| Hamilton

| ML3 7DP

| REGISTERED NUMBER: | SC100505 (Scotland)

| AUDITORS: | WDM Associates (Statutory Auditors)

| Oakfield House

| 378 Brandon Street

| Motherwell

| ML1 1XA

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Strategic Report

for the Year Ended 30 April 2025

The directors present their strategic report for the year ended 30 April 2025.

REVIEW OF BUSINESS

The results for the year and financial position of the company are shown in the financial statements. An increase in both public sector and private fees, coupled with an increase in average occupancy throughout the year have given rise to an increase in turnover from the previous year. The directors are confident that the provisions in place with regard to staff remuneration will continue to alleviate but not negate the requirement for agency staff, which remained higher than anticipated in the year, although there has been a decrease in agency costs in the year. The continuing requirement for agency staff is reflective of the existing issues with filling vacant posts in the care home sector.

As part of the company's refurbishment programme, the directors decoded to temporary close a wing within two of the care homes in preparation for the works required, in addition to the impact on profit in the year, it is anticipated that this will continue to have a small impact on profit in the next and following financial year.

The directors are satisfied with the results for the period. The directors anticipate that the company will continue to develop and provide quality care to our residents.

The directors consider key performance indicators to primarily be occupancy and payroll costs. These are monitored at each home on a weekly basis.

The directors consider the employees to be crucial to the Group's success. Accordingly, the Group invests in training programmes, both internal and external, and ensures there is good communication of ideas and issues by having monthly meetings of key members of the Care Homes management personnel.

PRINCIPAL RISKS AND UNCERTAINTIES

During the forthcoming year the directors consider the principle risks and uncertainties affecting the company to be:

- Managing the impact of the funding constraints imposed on local authorities.

- Continuing cost pressures and challenging economic environment

- Managing the operational aspects of the business due to the continued pressure in recruiting staff in the sector.

- operating within a highly regulated sector which is potentially subject to continuous review and updates.

The review of the the Care Sector is still continuing under the instruction of the Scottish Government. The national care service bill is progressing through the Scottish Parliament - currently in the second stage. There is no confirmation at this time with regard to a timeframe for the implementation of the National Care Service

There continues to be a shortage of qualified nursing staff and care staff affecting both the sector and wider healthcare industry. Both recruitment and retention of staff, at all levels, is currently challenging. The Directors continue to monitor the position whilst putting measures into place to minimise the risk.

Having considered the risks to the business, the directors are of the opinion that the company can respond to and mitigate these risks and uncertainties.

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Strategic Report

for the Year Ended 30 April 2025

KEY PERFORMANCE INDICATORS

The financial and other key performance indicators, which are continuously monitored within the business, include the following:

- Average weekly fee rates per resident

- Average weekly costs per resident

- Percentage occupancy levels

- Regulatory inspection grades

- Internal quality audit grades

- Average weekly payroll costs

The KPI's showed no stress during the financial year. The directors will continue to monitor the KPI's and are satisfied with the results during the year.

ON BEHALF OF THE BOARD:

A J Jamieson - Director

27 January 2026

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Report of the Directors

for the Year Ended 30 April 2025

The directors present their report with the financial statements of the company for the year ended 30 April 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of residential care home facilities for older people.

DIVIDENDS

No dividends will be distributed for the year ended 30 April 2025.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

A J Jamieson , P G Mcniven and M Singh were appointed as directors after 30 April 2025 but prior to the date of this report.

D Fowdar , K Fowdar , Ms S Fowdar and Ms R Ormshaw ceased to be directors after 30 April 2025 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The company's policy is to finance fixed assets through variable rate bank borrowing. The company does not actively use any other financial instruments as part of its financial risk management. The company's exposure to the price risk of financial instruments is not considered a significant risk. It is exposed to the usual credit risk and cashflow risk associated with selling on credit and manages this through strick credit control procedures.

DISABLED PERSONS

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disables, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

EMPLOYEE INVOLVEMENT

The company is an equal opportunity employer committed to positive policies in recruitment, training and career development for staff members (and potential staff members) regardless of marital status, sex, religion, colour, race, ethnic origan or disability. The company gives full consideration to applications for employment by disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled persons. Where existing employees become disabled it is the company policy where practical, to provide continuing employment under similar terms and conditions and to provide training and career development. Within the limits of confidentiality, staff at all levels are kept informed of matters which affect the progress of the company which re of interest to them as employees.

In common with any progressive organisation, the directors consider the employees to be crucial to the company's success. Accordingly, the company invests in training programmes, both internal and external, and ensures there is good communication of ideas and issues by having monthly meetings of key members of the Care Home management personnel.

FUTURE DEVELOPMENTS

The directors' key focus is on improving the key performance indicators and responding to the issues faced sector-wide due to the COVID 19 pandemic.

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Report of the Directors

for the Year Ended 30 April 2025

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, WDM Associates (Statutory Auditors), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A J Jamieson - Director

27 January 2026

Report of the Independent Auditors to the Members of

Thistle Healthcare Limited

Opinion

We have audited the financial statements of Thistle Healthcare Limited (the 'company') for the year ended 30 April 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 30 April 2025 and of its 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 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.

Report of the Independent Auditors to the Members of

Thistle Healthcare Limited

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 five, 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.

Report of the Independent Auditors to the Members of

Thistle Healthcare Limited

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:

We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which it operates. We determined that the following laws and regulations were the most significant: - the Companies Act 2006, UK corporate taxation laws and Health and Social Care Standards.

- We obtained an understanding of how the company is complying with these legal and regulatory frameworks by making enquiries to the management.

- We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit team included:

- identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override controls or other inappropriate influence over the reporting process;

- challenging assumptions and judgements made by management in its significant accounting estimates;

- identifying and testing journal entries, in particular any journal entries posted with unusual accounting combinations;

- assessing the extent of compliance with relevant laws and regulations.

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.

Graham Bonomy (Senior Statutory Auditor)

for and on behalf of WDM Associates (Statutory Auditors)

Oakfield House

378 Brandon Street

Motherwell

ML1 1XA

27 January 2026

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Income Statement

for the Year Ended 30 April 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 20,906,084 |  | 20,582,369 |  |

Cost of sales | (15,820,032 | ) | (14,849,895 | ) |

GROSS PROFIT | 5,086,052 |  | 5,732,474 |  |

Administrative expenses | (6,186,383 | ) | (5,960,742 | ) |

(1,100,331 | ) | (228,268 | ) |

Other operating income | 126,993 |  | 75,562 |  |

OPERATING LOSS | 4 | (973,338 | ) | (152,706 | ) |

Interest receivable and similar income | 18,667 |  | 49,868 |  |

(954,671 | ) | (102,838 | ) |

Interest payable and similar expenses | 5 | (189,504 | ) | (209,934 | ) |

LOSS BEFORE TAXATION | (1,144,175 | ) | (312,772 | ) |

Tax on loss | 6 | - |  | (93,137 | ) |

LOSS FOR THE FINANCIAL YEAR | (1,144,175 | ) | (405,909 | ) |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Other Comprehensive Income

for the Year Ended 30 April 2025

| 2025 |  | 2024

| Notes | £ | £ |

LOSS FOR THE YEAR | (1,144,175 | ) | (405,909 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (1,144,175 | ) | (405,909 | ) |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Balance Sheet

30 April 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 7 | 5,138,461 |  | 5,694,132 |  |

CURRENT ASSETS

Debtors | 8 | 1,361,650 |  | 1,234,552 |  |

Prepayments and accrued income | 759,659 |  | 604,463 |  |

Cash at bank and in hand | 144,985 |  | 1,056,778 |  |

2,266,294 |  | 2,895,793 |  |

CREDITORS

Amounts falling due within one year | 9 | (6,171,023 | ) | (6,212,018 | ) |

NET CURRENT LIABILITIES | (3,904,729 | ) | (3,316,225 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,233,732 |  | 2,377,907 |  |

PROVISIONS FOR LIABILITIES | 13 | (495,053 | ) | (495,053 | ) |

NET ASSETS | 738,679 |  | 1,882,854 |  |

CAPITAL AND RESERVES

Called up share capital | 14 | 16,564 |  | 16,564 |  |

Retained earnings | 15 | 722,115 |  | 1,866,290 |  |

SHAREHOLDERS' FUNDS | 738,679 |  | 1,882,854 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 27 January 2026 and were signed on its behalf by:

A J Jamieson - Director

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Statement of Changes in Equity

for the Year Ended 30 April 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 May 2023 | 16,564 |  | 2,272,199 |  | 2,288,763 |  |

Changes in equity

Total comprehensive income | - |  | (405,909 | ) | (405,909 | ) |

Balance at 30 April 2024 | 16,564 |  | 1,866,290 |  | 1,882,854 |  |

Changes in equity

Total comprehensive income | - |  | (1,144,175 | ) | (1,144,175 | ) |

Balance at 30 April 2025 | 16,564 |  | 722,115 |  | 738,679 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Cash Flow Statement

for the Year Ended 30 April 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (784,484 | ) | 1,111,158 |  |

Interest paid | (188,806 | ) | (204,574 | ) |

Interest element of hire purchase or finance lease rental payments paid | (698 | ) | (5,360 | ) |

Tax paid | 19,544 |  | 22,433 |  |

Net cash from operating activities | (954,444 | ) | 923,657 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (607,741 | ) | (982,263 | ) |

Sale of tangible fixed assets | 719,639 |  | 60,500 |  |

Interest received | 18,667 |  | 49,868 |  |

Net cash from investing activities | 130,565 |  | (871,895 | ) |

Cash flows from financing activities

Loan repayments in year | (220,590 | ) | (200,457 | ) |

Net cash from financing activities | (220,590 | ) | (200,457 | ) |

Decrease in cash and cash equivalents | (1,044,469 | ) | (148,695 | ) |

Cash and cash equivalents at beginning of year | 2 | 1,056,778 |  | 1,205,473 |  |

Cash and cash equivalents at end of year | 2 | 12,309 |  | 1,056,778 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Cash Flow Statement

for the Year Ended 30 April 2025

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| Loss before taxation | (1,144,175 | ) | (312,772 | ) |

| Depreciation charges | 655,042 |  | 625,267 |  |

| (Profit)/loss on disposal of fixed assets | (210,678 | ) | 808 |  |

| Finance costs | 189,504 |  | 209,934 |  |

| Finance income | (18,667 | ) | (49,868 | ) |

(528,974 | ) | 473,369 |  |

| (Increase)/decrease in trade and other debtors | (282,295 | ) | 406,966 |  |

| Increase in trade and other creditors | 26,785 |  | 230,823 |  |

| Cash generated from operations | (784,484 | ) | 1,111,158 |  |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 30 April 2025

| 30.4.25 |  | 1.5.24

£ | £ |

| Cash and cash equivalents | 144,985 |  | 1,056,778 |  |

| Bank overdrafts | (132,676 | ) | - |  |

12,309 |  | 1,056,778 |  |

| Year ended 30 April 2024

| 30.4.24 |  | 1.5.23

£ | £ |

| Cash and cash equivalents | 1,056,778 |  | 1,205,473 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Cash Flow Statement

for the Year Ended 30 April 2025

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.5.24 | Cash flow | At 30.4.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 1,056,778 |  | (911,793 | ) | 144,985 |  |

| Bank overdrafts | - |  | (132,676 | ) | (132,676 | ) |

1,056,778 |  | (1,044,469 | ) | 12,309 |  |

| Debt

| Debts falling due within 1 year | (2,564,406 | ) | 220,000 |  | (2,344,406 | ) |

(2,564,406 | ) | 220,000 |  | (2,344,406 | ) |

| Total | (1,507,628 | ) | (824,469 | ) | (2,332,097 | ) |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements

for the Year Ended 30 April 2025

1. | STATUTORY INFORMATION

| Thistle Healthcare Limited is a private company, limited by shares , registered in Scotland. 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

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

| Turnover

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

| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as at 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.

| Rendering of Services

| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

| - the amount of revenue can be measured reliably;

| - it is probable that the company will receive the consideration due under contract;

| - the stage of completion of the contract at the end of the reporting period can be measured reliably;

| - the costs incurred and the costs to complete the contract can be measured reliably.

| Tangible fixed assets

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

| Freehold property | - | 2% on cost

| Improvements to property | - | 10% on cost

| Plant and machinery | - | 15% on reducing balance

| Motor vehicles | - | 25% on reducing balance

| The gain or loss on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit & loss account.

| Impairment of fixed assets

| At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

| Recoverable amount is the higher of fair asset less costs to sell and value in use.

| Basic financial instruments

| Basic financial instruments, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

2. | ACCOUNTING POLICIES - continued

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| Deferred tax

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

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

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

| 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.

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

2. | ACCOUNTING POLICIES - continued

| Going concern

| At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company was purchased in its entirety on 25th June 2025 and the new owners will continue to support the company. Thus, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

| The directors consider the going concern basis of accounting to be appropriate following their assessment of the company's financial position and its ability to meet its obligations as and when they fall due. In making this assessment, the directors have taken the following into account:

| - The capital structure and liquidity of the company, and the related purchase of the company by the new owners.

| - The bank loan was not renewed by the company's bank and was repaid in full during the sale of the 100% share capital.

| - 12 months trading and cashflow projections have been prepared and the directors believe these will be achievable.

| Cost inflation and availability of skilled staff has also been considered by the directors in their projections. Strick cost control and monitoring actual figures against budget is carried out on a monthly basis and the company continues to seek best prices from their suppliers and energy brokers.

| The key scenario that the new directors have modelled for the company and the related parties reflects occupancy rates continuing to improve in the forthcoming 12 month, as new residents are assisted to the homes.

| The directors do not foresee any putridity issues in the next 12 months as bank balances are forecast to remain high throughout the forecast period and the company is forecast to meet all liabilities as they fall due.

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

2. | ACCOUNTING POLICIES - continued

| Judgements 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 assents and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that re 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 the current and future periods.

| Key sources of estimation uncertainty

| The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

| Tangible fixed assets

| Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

| Debtors and bad debt provision

| In determining whether any debtors are no longer recoverable, factors such as historical payment patterns are taken into account. An annual review takes place and a bad debt provision made against any balance considered doubtful.

3. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 683,730 |  | 525,279 |  |

| Social security costs | 4,072 |  | 16,167 |  |

| Other pension costs | 183,171 |  | 228,548 |  |

870,973 |  | 769,994 |  |

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

| 2025 |  | 2024

| Nursing and Ancillary | 511 |  | 488 |  |

| Management and Administration | 11 |  | 12 |  |

| Directors | 2 |  | - |  |

524 |  | 500 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 238,324 |  | 196,491 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

3. | EMPLOYEES AND DIRECTORS - continued

| The number of directors to whom retirement benefits were accruing was as follows:

| Defined benefit schemes | 2 |  | 2 |  |

| Information regarding the highest paid director for the year ended 30 April 2025 is as follows:

| 2025 |

£ |  |

| Emoluments etc | 238,324 |  |

4. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Other operating leases | - |  | 81,640 |  |

| Depreciation - owned assets | 654,451 |  | 625,266 |  |

| (Profit)/loss on disposal of fixed assets | (210,678 | ) | 808 |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank loan interest | 188,806 |  | 204,574 |  |

| Hire purchase | 698 |  | 5,360 |  |

189,504 |  | 209,934 |  |

6. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Deferred tax | - |  | 93,137 |  |

| Tax on loss | - |  | 93,137 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

6. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

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

| 2025 |  | 2024

£ | £ |

| Loss before tax | (1,144,175 | ) | (312,772 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | (286,044 | ) | (78,193 | ) |

| Effects of:

| Expenses not deductible for tax purposes | - |  | 528 |  |

| Income not taxable for tax purposes | - |  | (18,625 | ) |

| Utilisation of tax losses | - |  | 182,991 |  |

| Adjustments to tax charge in respect of previous periods | - |  | (19,544 | ) |

| Permanent capital allowances in excess of depreciation | 286,044 |  | (72,174 | ) |

| Deferred tax movement | - |  | 112,681 |  |

| NOn-trade relationship loan credits | - |  | (12,467 | ) |

| Provisions tax adjustment | - |  | (2,060 | ) |

| Total tax charge | - |  | 93,137 |  |

7. | TANGIBLE FIXED ASSETS

| Improvements |

| Freehold |  | to |  | Plant and |  | Motor |

| property |  | property |  | machinery |  | vehicles |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 May 2024 | 5,604,162 |  | 1,125,394 |  | 4,117,429 |  | 461,142 |  | 11,308,127 |  |

| Additions | - |  | - |  | 590,240 |  | 17,501 |  | 607,741 |  |

| Disposals | (1,028,414 | ) | - |  | - |  | (70,063 | ) | (1,098,477 | ) |

| Reclassification/transfer | - |  | (179,194 | ) | 179,194 |  | - |  | - |  |

| At 30 April 2025 | 4,575,748 |  | 946,200 |  | 4,886,863 |  | 408,580 |  | 10,817,391 |  |

| DEPRECIATION

| At 1 May 2024 | 2,202,146 |  | 866,695 |  | 2,341,737 |  | 203,417 |  | 5,613,995 |  |

| Charge for year | 106,552 |  | 94,620 |  | 372,484 |  | 80,795 |  | 654,451 |  |

| Eliminated on disposal | (536,614 | ) | - |  | - |  | (52,902 | ) | (589,516 | ) |

| Reclassification/transfer | 143,394 |  | (204,355 | ) | 60,961 |  | - |  | - |  |

| At 30 April 2025 | 1,915,478 |  | 756,960 |  | 2,775,182 |  | 231,310 |  | 5,678,930 |  |

| NET BOOK VALUE

| At 30 April 2025 | 2,660,270 |  | 189,240 |  | 2,111,681 |  | 177,270 |  | 5,138,461 |  |

| At 30 April 2024 | 3,402,016 |  | 258,699 |  | 1,775,692 |  | 257,725 |  | 5,694,132 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade debtors | 632,429 |  | 1,148,037 |  |

| Other debtors | 729,221 |  | 86,515 |  |

1,361,650 |  | 1,234,552 |  |

9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Bank loans and overdrafts (see note 10) | 2,477,082 |  | 2,564,406 |  |

| Trade creditors | 691,470 |  | 1,054,722 |  |

| Tax | 19,544 |  | - |  |

| Social security and other taxes | 525,839 |  | 402,850 |  |

| Other creditors | 1,825,915 |  | 1,586,586 |  |

| Accruals and deferred income | 631,173 |  | 603,454 |  |

6,171,023 |  | 6,212,018 |  |

10. | LOANS

| An analysis of the maturity of loans is given below:

2025 | 2024 |

£ | £ |

| Amounts falling due within one year or on demand:

| Bank overdrafts | 132,676 |  | - |  |

| Bank loans | 2,344,406 |  | 2,564,406 |  |

2,477,082 |  | 2,564,406 |  |

11. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

2025 | 2024 |

£ | £ |

| Within one year | 181,100 |  | 1,589,087 |  |

| Between one and five years | 5,361,000 |  | 5,543,069 |  |

| In more than five years | 2,912,000 |  | 6,025,669 |  |

8,454,100 |  | 13,157,825 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

12. | SECURED DEBTS

| The following secured debts are included within creditors:

2025 | 2024 |

£ | £ |

| Bank overdraft | 132,676 |  | - |  |

| Bank loans | 2,344,406 |  | 2,564,406 |  |

2,477,082 |  | 2,564,406 |  |

| The company's bankers hold a standard security over the company;s freehold property and a floating charge over the whole assets of the company. This security also includes property held by Morningside Carehomes (Scotland) Limited and Woodside Carehomes Limited. These companies have common shareholders and related parties. There is also further security by way of cover in an unlimited joint and several guarantee from Mr D and Mrs S Fowder, directors and shareholders of the company, for the sum of £1,9000,000 (2024 - £1,900,000).

| The company has a bank loan repayable by monthly installments with a bullet payment of £1.4m on expiry, which expired in February 2025. Interest is charged at a margin of 2% (2023 - 2%) over SONIA. The entire 100% shareholding in the company was bought over on 25th June 2025, and the bank loan was repaid in full by the new owners.

13. | PROVISIONS FOR LIABILITIES

2025 | 2024 |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 495,053 |  | 495,053 |  |

| Deferred |

| tax |

£ |

| Balance at 1 May 2024 | 495,053 |  |

| Balance at 30 April 2025 | 495,053 |  |

14. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 16,564 | Ordinary | £1 | 16,564 |  | 16,564 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

15. | RESERVES

| Retained

| earnings

£ |

| At 1 May 2024 | 1,866,290 |  |

| Deficit for the year | (1,144,175 | ) |

| At 30 April 2025 | 722,115 |  |

16. | PENSION COMMITMENTS

| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and also personal pension contributions made on behalf of certain directors. These amounted to £313,387 (2024 - £275,591). Contributions totalling £103,626 (2024 - £96,750) were outstanding at the reporting date and are included in other creditors.

17. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to a director subsisted during the years ended 30 April 2025 and 30 April 2024:

2025 | 2024 |

£ | £ |

| D Fowdar

| Balance outstanding at start of year | 12,000 |  | - |  |

| Amounts advanced | - |  | 12,000 |  |

| Amounts repaid | (12,000 | ) | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | - |  | 12,000 |  |

THISTLE HEALTHCARE LIMITED (REGISTERED NUMBER: SC100505)

Notes to the Financial Statements - continued

for the Year Ended 30 April 2025

18. | RELATED PARTY TRANSACTIONS

| During the year, the company made payments to the directors in respect of rent of £480,000 (2024 - £480,000).

| At the balance sheet date, there was a loan balance payable by the company to the director (Mr D Fowdar) of £nil (2024 - £12,000)

| At the balance sheets there was am amount due by a related company, Morningside Carehomes Limited, a company which Mr D & Mrs S Fowdar are directors,of £726,262 (2024 - £nil) which related to the sale of the Head Office for £700,000 plus related costs.

| During the year there were no dividends paid to the shareholders (2024 - £nil).

| The company uses AJ Builders Ltd, a company controlled by MR D and Mrs S Fowdar, for repair and maintenance work to the company;s homes. At the balance sheet date, the company owed £4,827 (2024 - £6,097) which is included in trade creditors. Purchases amounting to £45,752 (2024- £60,452) were made from AJ Builders Ltd during the year.

| The company had income relating to staff recharges amounting to £66,340 (2024 - £36,398) from Woodside Carehomes Ltd, a company in which Mr D & Mrs S Fowdar are directors. The outstanding balance at year end is £3,026 (2024 - £1,970).

| The company had income relating to staff recharges amounting to £40,829 (2024 - £27,681) from Morningside Carehomes Ltd, a company in which Mr D & Mrs S Fowdar are directors. The outstanding balance at year end is £6,207 (2024 - £5,377).

| The company had income relating to staff recharges amounting to £71,417 (2024 - £254) from Millbrae Carehomes Ltd, a company in which Mr D & Mrs S Fowdar are directors. The outstanding balance at year end is £4,761 (2024 - £nil).

| During the year, a total of key management personnel compensation of £ 683,730 (2024 - £ 590,700 ) was paid.

19. | POST BALANCE SHEET EVENTS

| On 25th June 2025, the entire 100% share capital was sold to Enhance Healthcare Holdings Limited.

20. | ULTIMATE CONTROLLING PARTY

| The controlling party is D Fowdar.

21. | FUNDS HELD AS CUSTODIAN

| Included in cash in bank and on hand are balances held by the entity on behalf of residents of £956,382 (2024- £733,834) which are also included in other creditors within the financial statements.