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REGISTERED NUMBER: 15629602 (England and Wales)

| Group Strategic Report, |

| Report of the Director and |

| Consolidated Financial Statements |

| for the Period 9 April 2024 to 30 April 2025 |

| for |

| Chelston Holdings (SW) Ltd |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Contents of the Consolidated Financial Statements

for the Period 9 April 2024 to 30 April 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Director | 3 |

Report of the Independent Auditors | 5 |

Consolidated Income Statement | 8 |

Consolidated Other Comprehensive Income | 9 |

Consolidated Balance Sheet | 10 |

Company Balance Sheet | 11 |

Consolidated Statement of Changes in Equity | 12 |

Company Statement of Changes in Equity | 13 |

Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Cash Flow Statement | 15 |

Notes to the Consolidated Financial Statements | 16 |

Chelston Holdings (SW) Ltd

Company Information

for the Period 9 April 2024 to 30 April 2025

| DIRECTOR: | R P Allistone

| REGISTERED OFFICE: | West Buckland Road

| Wellington

| Somerset

| TA21 9PH

| REGISTERED NUMBER: | 15629602 (England and Wales)

| AUDITORS: | A C Mole LLP

| Chartered Accountants

| & Statutory Auditor

| Stafford House

| Blackbrook Park Avenue

| Taunton

| Somerset

| TA1 2PX

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Group Strategic Report

for the Period 9 April 2024 to 30 April 2025

The director presents his strategic report of the company and the group for the period 9 April 2024 to 30 April 2025.

FORMATION OF THE GROUP

On 18 September 2024 Chelston Holdings (SW) Limited acquired 100% of the share capital of Chelston Park Nursing & Residential Home Limited and the Chelston Holdings (SW) Limited Group was formed. These accounts present the consolidated results for the Chelston Holdings (SW) Limited group of companies from the formation of the group on 18 September 2024 to the period end of 30 April 2025.

REVIEW OF BUSINESS

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

The group generated turnover of £4,082,650 with cost of sales of £2,683,971, generating a gross profit of £1,398,679. Administrative expenses of £1,837,374 were incurred along with interest payable of £175,694. Overall the group made a loss before tax for the financial period of £614,043. This was largely due to a write off of a loan from a related party which was no longer recoverable.

Given the straightforward nature of the business, the group's director is of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The director recognises the uncertainties arising as a result of the current economic climate and its impact on both personal and local government budgets. Their aim is to continue to provide a high standard of care whilst building a stronger financial base to enable continuing investment in the business. The latest Care Quality Commission inspection report published on 18 March 2021 rated the overall service "Outstanding".

Chelston Park has built on the safe infection, protection and control systems put in place during the pandemic to develop safe admission processes and procedures enabling safe admission. Enquiries are high from privately funded residents and Chelston is well positioned to take advantage of stronger demand. Successful overseas recruitment has enabled Chelston to meet enquiries, build occupancy and reduce agency staff costs. Increasing occupancy and fee levels are contributing to stronger financial performance. The addition of a new premium bedroom, day space, reception and outside terraces have added to quality of the facilities offered at Chelston Park. The Leadership Team has continued to develop consolidating HR, scheduling, accounts and reception functions.

ON BEHALF OF THE BOARD:

R P Allistone - Director

5 March 2026

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Report of the Director

for the Period 9 April 2024 to 30 April 2025

The director presents his report with the financial statements of the company and the group for the period 9 April 2024 to 30 April 2025.

INCORPORATION

The group was incorporated on 9 April 2024 and commenced trading on 18 September 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of providing nursing and residential care for the elderly.

DIVIDENDS

The total distribution of dividends for the period ended 30 April 2025 will be £145,949.

FUTURE DEVELOPMENTS

The group will continue to provide high quality nursing and residential care for the elderly.

EVENTS SINCE THE END OF THE PERIOD

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

DIRECTOR

R P Allistone was appointed as a director on 9 April 2024 and held office during the whole of the period from then to the date of this report.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The director is responsible for monitoring financial risk. Appropriate policies have been developed and implemented to identify, evaluate and manage the key risks.

a) Price risk - The group and company is exposed to price risk as a result of its operations in respect of staff costs. The director will monitor the situation carefully and take steps where necessary to mitigate this risk.

b) Credit risk - The director is well aware of the importance of managing this risk. The group and company has implemented policies that require appropriate credit checks on potential customers before contracts are entered into. The credit given to customers is subject to limits which are determined and reassessed by the director.

c) Liquidity risk - Chelston Park has arranged an adequate bank overdraft for its day to day cash flow requirements. Budgets and cash flow projections are prepared and regularly monitored to ensure that the group and company operates within its overdraft limit.

d) Interest rate cash flow risk - Chelston Park has an overdraft facility which is repayable on demand. The interest charged on the overdraft is at a competitive rate of interest. The group and company has long term loans repayable in varying periods of upto 5 years, with interest being charged on a fixed rate or a fixed percentage above base rate. The director has considered the risk of a rise in the base rate and do not think this will have a significant impact on the business.

e) Economic risk - The group and company's performance is impacted by the economic environment and the affordability to its patients. The group and company strives to deliver a very high level of care whilst being competitively priced.

GOING CONCERN

These financial statements have been prepared on the going concern basis which assumes that the group and company will continue in operation for a period of not less than 12 months from the date of this audit of the financial statements.

The group balance sheet shows net current liabilities. The group and company meets its day-today working capital requirements through its bank facilities and borrowings and is reliant on the continued support of the bank and its trading subsidiary. The group and company's forecasts and projections, taking account of reasonably possible changes in trading conditions, show that the group and company should be able to operate within the level of its current bank facilities and borrowings.

The director has therefore adopted the going concern basis in preparing the financial statements.

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Report of the Director

for the Period 9 April 2024 to 30 April 2025

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

R P Allistone - Director

5 March 2026

Report of the Independent Auditors to the Members of

Chelston Holdings (SW) Ltd

Opinion

We have audited the financial statements of Chelston Holdings (SW) Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 30 April 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept 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 director's remuneration specified by law are not made; or

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

Report of the Independent Auditors to the Members of

Chelston Holdings (SW) Ltd

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks of material misstatement due to irregularities

We considered the following when identifying and assessing risks of material misstatement due to irregularities, including fraud and non-compliance with laws and regulations:

- the legal and regulatory framework in which the company operates

- the nature of the sector in which the company operates

- the control environment and controls established to mitigate such risks

- the results of our enquiries of management about their identification and assessment of risks of irregularities

- discussions with the audit engagement team about where fraud might occur

- the incentives for fraud.

Laws and regulations which are considered to be significant to the company include those relating to the requirements of financial reporting framework FRS102, the Companies Act 2006, UK tax legislation, Care Quality Standards, employment law and health and safety. In addition we consider other laws and regulation which may not directly impact the financial statements but may impact on the operation of the company.

As a result of these procedures we concluded, in accordance with International Auditing Standards, that a risk in relation to the potential for management override of controls existed.

Audit responses to risks identified

We undertook audit procedures to respond to the risks identified, and designed our audit testing to respond to these risks. The additional procedures we undertook included the following:

- gaining an understanding of the company's procedures for ensuring compliance with laws and regulations

- testing the appropriateness of journal entries and other adjustments

- considering whether accounting estimates, including property valuations and goodwill amortisation were indicative of potential bias

- considering whether any transactions arose outside the normal course of business

- making enquiries of management

- corroborating our enquiries through review of correspondence.

We also communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.

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.

Report of the Independent Auditors to the Members of

Chelston Holdings (SW) Ltd

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.

Michael Cook (Senior Statutory Auditor)

for and on behalf of A C Mole LLP

Chartered Accountants

& Statutory Auditor

Stafford House

Blackbrook Park Avenue

Taunton

Somerset

TA1 2PX

6 March 2026

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Consolidated Income Statement

for the Period 9 April 2024 to 30 April 2025

| Notes | £ |

| TURNOVER | 4,082,650 |  |

| Cost of sales | 2,683,971 |  |

| GROSS PROFIT | 1,398,679 |  |

| Administrative expenses | 1,837,374 |  |

(438,695 | ) |

| Other operating income | 300 |  |

| OPERATING LOSS | 4 | (438,395 | ) |

| Interest receivable and similar income | 46 |  |

(438,349 | ) |

| Interest payable and similar expenses | 5 | 175,694 |  |

| LOSS BEFORE TAXATION | (614,043 | ) |

| Tax on loss | 6 | 50,212 |  |

| LOSS FOR THE FINANCIAL PERIOD | (664,255 | ) |

| Loss attributable to:

| Owners of the parent | (664,255 | ) |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Consolidated Other Comprehensive Income

for the Period 9 April 2024 to 30 April 2025

| Notes | £ |

| LOSS FOR THE PERIOD | (664,255 | ) |

| OTHER COMPREHENSIVE INCOME | - |  |

| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | (664,255 | ) |

| Total comprehensive income attributable to:

| Owners of the parent | (664,255 | ) |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Consolidated Balance Sheet

30 April 2025

| Notes | £ | £ |

| FIXED ASSETS

| Intangible assets | 9 | 5,315,697 |  |

| Tangible assets | 10 | 6,333,488 |  |

| Investments | 11 | - |  |

11,649,185 |  |

| CURRENT ASSETS

| Debtors | 12 | 654,715 |  |  |

| Cash at bank and in hand | 391,939 |  |  |

1,046,654 |  |

| CREDITORS

| Amounts falling due within one year | 13 | 1,205,202 |  |

| NET CURRENT LIABILITIES | (158,548 | ) |

| TOTAL ASSETS LESS CURRENT LIABILITIES | 11,490,637 |  |

| CREDITORS

| Amounts falling due after more than one year | 14 | (6,620,563 | ) |

| PROVISIONS FOR LIABILITIES | 17 | (163,778 | ) |

| NET ASSETS | 4,706,296 |  |

| CAPITAL AND RESERVES

| Called up share capital | 18 | 1,000 |  |

| Share premium | 19 | 5,515,500 |  |

| Retained earnings | 19 | (810,204 | ) |

| SHAREHOLDERS' FUNDS | 4,706,296 |  |

The financial statements were approved by the director and authorised for issue on 5 March 2026 and were signed by:

R P Allistone - Director

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Company Balance Sheet

30 April 2025

| Notes | £ | £ |

| FIXED ASSETS

| Intangible assets | 9 | - |  |

| Tangible assets | 10 | - |  |

| Investments | 11 | 8,017,700 |  |

8,017,700 |  |

| CURRENT ASSETS

| Debtors | 12 | 3,112,734 |  |  |

| Cash at bank | 7,077 |  |  |

3,119,811 |  |

| CREDITORS

| Amounts falling due within one year | 13 | 168,605 |  |

| NET CURRENT ASSETS | 2,951,206 |  |

| TOTAL ASSETS LESS CURRENT LIABILITIES | 10,968,906 |  |

| CREDITORS

| Amounts falling due after more than one year | 14 | 5,441,982 |  |

| NET ASSETS | 5,526,924 |  |

| CAPITAL AND RESERVES

| Called up share capital | 18 | 1,000 |  |

| Share premium | 19 | 5,515,500 |  |

| Retained earnings | 19 | 10,424 |  |

| SHAREHOLDERS' FUNDS | 5,526,924 |  |

| Company's profit for the financial year | 156,373 |  |

The financial statements were approved by the director and authorised for issue on 5 March 2026 and were signed by:

R P Allistone - Director

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Consolidated Statement of Changes in Equity

for the Period 9 April 2024 to 30 April 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Changes in equity

Issue of share capital | 1,000 |  | - |  | 5,515,500 |  | 5,516,500 |  |

Dividends | - |  | (145,949 | ) | - |  | (145,949 | ) |

Total comprehensive income | - |  | (664,255 | ) | - |  | (664,255 | ) |

Balance at 30 April 2025 | 1,000 |  | (810,204 | ) | 5,515,500 |  | 4,706,296 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Company Statement of Changes in Equity

for the Period 9 April 2024 to 30 April 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Changes in equity

Issue of share capital | 1,000 |  | - |  | 5,515,500 |  | 5,516,500 |  |

Dividends | - |  | (145,949 | ) | - |  | (145,949 | ) |

Total comprehensive income | - |  | 156,373 |  | - |  | 156,373 |  |

Balance at 30 April 2025 | 1,000 |  | 10,424 |  | 5,515,500 |  | 5,526,924 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Consolidated Cash Flow Statement

for the Period 9 April 2024 to 30 April 2025

| Notes | £ |

| Cash flows from operating activities

| Cash generated from operations | 1 | 3,168,367 |  |

| Interest paid | (175,694 | ) |

| Tax paid | (147,062 | ) |

| Net cash from operating activities | 2,845,611 |  |

| Cash flows from investing activities

| Purchase of tangible fixed assets | (4,823 | ) |

| Purchase of subsidiary | (5,356,027 | ) |

| Interest received | 46 |  |

| Net cash from investing activities | (5,360,804 | ) |

| Cash flows from financing activities

| New loans in year | 3,146,500 |  |

| Loan repayments in year | (90,143 | ) |

| Amount withdrawn by directors | (4,276 | ) |

| Share issue | 1,000 |  |

| Equity dividends paid | (145,949 | ) |

| Net cash from financing activities | 2,907,132 |  |

| Increase in cash and cash equivalents | 391,939 |  |

| Cash and cash equivalents at beginning of period | 2 | - |  |

| Cash and cash equivalents at end of period | 2 | 391,939 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Cash Flow Statement

for the Period 9 April 2024 to 30 April 2025

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

£ |

| Loss before taxation | (614,043 | ) |

| Depreciation charges | 377,766 |  |

| Bad debt expense | 556,103 |  |

| Finance costs | 175,694 |  |

| Finance income | (46 | ) |

495,474 |  |

| Increase in trade and other debtors | (654,669 | ) |

| Increase in trade and other creditors | 3,327,562 |  |

| Cash generated from operations | 3,168,367 |  |

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:

| Period ended 30 April 2025

| 30.4.25 |  | 9.4.24

£ | £ |

| Cash and cash equivalents | 391,939 |  | - |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 9.4.24 | Cash flow | At 30.4.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | - |  | 391,939 |  | 391,939 |  |

- |  | 391,939 |  | 391,939 |  |

| Debt

| Debts falling due within 1 year | - |  | (165,500 | ) | (165,500 | ) |

| Debts falling due after 1 year | - |  | (4,204,063 | ) | (4,204,063 | ) |

- |  | (4,369,563 | ) | (4,369,563 | ) |

| Total | - |  | (3,977,624 | ) | (3,977,624 | ) |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements

for the Period 9 April 2024 to 30 April 2025

1. | STATUTORY INFORMATION

| Chelston Holdings (SW) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| General information

| Chelston Holdings (SW) Ltd is the holding company of Chelston Park Nursing and Residential Home Limited. The group engages in the provision of residential nursing care facilities.

| The company acted as a holding company throughout the year.

| Going concern

| The balance sheet shows net current liabilities. The group and company meets its day-to-day working capital requirements through its bank facilities and borrowings and is reliant on the continued support of the bank and its trading subsidiary. The group and company's forecasts and projections, taking account of reasonably possible changes in trading conditions, show the group and company should be able to operate within the level of its current bank facilities and borrowings.

| The director has therefore adopted the going concern basis in preparing the financial statements.

| Statement of compliance

| These financial statements have been prepared in compliance with UK accounting standards including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102").

| The significant accounting policies adopted by the company and group and applied consistently in the preparation of these financial statements are as follows:

| Basis of consolidation

| The company acquired 100% of the share capital of Chelston Park Nursing & Residential Home Limited on 18 September 2024 and the Chelston Holdings (SW) Limited group was formed. The group financial statements consolidate those of the company and its subsidiary from the date of acquisition, made up to 30 April each year. All intra group transactions and balances are eliminated on consolidation.

| Subsidiary name |  | Registration number |  |

| Chelston Park Nursing and Residential Home Limited |  | 04018940 |  |

| Basis of preparation

| These financial statements have been prepared in accordance with the 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 on the going concern basis, under the historical cost convention as modified by certain financial assets and liabilities measured at fair value through profit or loss.

| The financial statements are prepared in Sterling which is the functional currency of the group.

| Turnover

| Revenue Recognition

| Revenue from the rendering of services is measured by references to the stage of completion of the service transaction at the end of the reporting period.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Improvements to property |  | - 4% on cost |  |

| Fixtures and Fittings |  | - 25% on reducing balance |  |

| Motor Vehicles |  | - 25% on reducing balance |  |

| Computer Equipment |  | - 33% on reducing balance. |  |

| Freehold land is not depreciated.

| Freehold property is stated at valuation and is not depreciated. Freehold property is reviewed regularly for impairment and any impairment is recognised accordingly.

| Other tangible fixed assets are stated at cost less accumulated depreciation.

| Taxation

| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Cash and cash equivalents

| Cash and cash equivalents include cash in hand and at bank.

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The group and company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recorded at transaction value and subsequently measured at their settlement value.

| Critical accounting judgements and estimation uncertainty

| The preparation of the financial statements requires the director to make judgements, estimates and assumptions that affect the application of accounting policies and the amounts recognised in the financial statements. Judgements and estimates are reviewed on an ongoing basis and are based on historical experience and other relevant factors. The resulting accounting estimates will, by definition, seldom equal the related actual results.

| The director is of the opinion that except for property valuations, as detailed below, there are no accounting judgements or estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

| Properties are carried at fair value. The director seeks the assistance of professional third party valuers in determining fair value. These valuations include judgement in the determination of fair values and actual values could differ from those estimates.

3. | EMPLOYEES AND DIRECTORS

£ |

| Wages and salaries | 2,572,507 |  |

| Social security costs | 257,061 |  |

| Other pension costs | 60,834 |  |

2,890,402 |  |

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

| Chelston Park direct staff | 47 |  |

| Chelston Gardens - direct staff | 90 |  |

| Administration | 13 |  |

| Directors | 1 |  |

151 |  |

| Key management personnel are considered to be the directors and the registered manager and their remuneration in the year was £89,627.

4. | OPERATING LOSS

| The operating loss is stated after charging:

£ |

| Other operating leases | 4,390 |  |

| Depreciation - owned assets | 28,560 |  |

| Goodwill amortisation | 349,206 |  |

| Auditors remuneration | 10,200 |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

£ |

| Bank interest | 10 |  |

| Bank loan interest | 164,096 |  |

| HMRC interest | 11,588 |  |

175,694 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

6. | TAXATION

| Analysis of the tax charge

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

£ |

| Current tax:

| UK corporation tax | 51,781 |  |

| Deferred tax | (1,569 | ) |

| Tax on loss | 50,212 |  |

| 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:

£ |

| Loss before tax | (614,043 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % | (153,511 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 89,738 |  |

| Depreciation on non-qualifying assets | 602 |  |

| Marginal relief | (258 | ) |

| Permanent difference on business combination | 113,641 |  |

| Total tax charge | 50,212 |  |

7. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

8. | DIVIDENDS

£ |

| Ordinary shares of £1 each

| Interim | 145,949 |  |

9. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill

£ |

| COST

| On formation of the group | 5,664,903 |  |

| At 30 April 2025 | 5,664,903 |  |

| AMORTISATION

| Amortisation for period | 349,206 |  |

| At 30 April 2025 | 349,206 |  |

| NET BOOK VALUE

| At 30 April 2025 | 5,315,697 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

9. | INTANGIBLE FIXED ASSETS - continued

| Group

| Business Combination

| On 18 September 2024 the company acquired 100% of the share capital of Chelston Park Nursing & Residential Home Limited The acquisition resulted in goodwill arising on consolidation of £5,664,903. Goodwill is being amortised evenly over its estimated useful economic life of ten years.

| The following table summarises the consideration paid by the Group, the fair value of assets acquired and liabilities assumed at the acquisition date.

| Consideration at 18 September 2024

| Cash |  | £3,100,000 |  |

| Loan |  | £2,416,500 |  |

| Share for Share exchange |  | £5,516,500 |  |

| Directly attributable costs |  | £84,700 |  |

| Total consideration |  | £11,117,700 |  |

| For cashflow disclosure purposes the amounts are disclosed as follows:

| Cash consideration |  | £3,100,000 |  |

| Loan |  | £2,416,500 |  |

| Directly attributable costs |  | £84,700 |  |

| Less cash acquired |  | (£245,173 | ) |

| Net cash outflow |  | £5,356,027 |  |

| Recognised amounts of identifiable assets acquired and liabilities assumed

|  | Book Value |  | Adjustment |  | Fair value |  |

| Tangible assets |  |  | £6,356,323 |  | - |  | £6,356,323 |  |

| Trade and other debtors |  |  | £1,082,185 |  | - |  | £1,082,185 |  |

| Cash and cash equivalents |  |  | £245,173 |  | - |  | £245,173 |  |

| Trade and other creditors |  |  | (£2,065,537 | ) | - |  | (£2,065,537 | ) |

| Provisions |  |  | (£165,347 | ) | - |  | (£165,347 | ) |

| Total identifiable net assets |  |  | £5,452,797 |  | - |  | £5,452,797 |  |

| Goodwill |  |  | £5,664,903 |  |

| Total |  |  | £11,117,700 |  |

| There were no adjustments arising on acquisition as all assets acquired and liabilities assumed were at fair value.

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

10. | TANGIBLE FIXED ASSETS

| Group

| Improvements |  | Fixtures

| Freehold |  | to |  | and

| property |  | property |  | fittings

£ | £ | £ |

| COST

| Additions | - |  | - |  | - |  |

| On formation of the group | 5,760,000 |  | 615,051 |  | 711,169 |  |

| At 30 April 2025 | 5,760,000 |  | 615,051 |  | 711,169 |  |

| DEPRECIATION

| Charge for period | - |  | 16,400 |  | 9,022 |  |

| On formation of the group | - |  | 94,119 |  | 651,061 |  |

| At 30 April 2025 | - |  | 110,519 |  | 660,083 |  |

| NET BOOK VALUE

| At 30 April 2025 | 5,760,000 |  | 504,532 |  | 51,086 |  |

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| COST

| Additions | - |  | 4,823 |  | 4,823 |  |

| On formation of the group | 10,395 |  | 73,513 |  | 7,170,128 |  |

| At 30 April 2025 | 10,395 |  | 78,336 |  | 7,174,951 |  |

| DEPRECIATION

| Charge for period | 672 |  | 2,466 |  | 28,560 |  |

| On formation of the group | 7,703 |  | 60,020 |  | 812,903 |  |

| At 30 April 2025 | 8,375 |  | 62,486 |  | 841,463 |  |

| NET BOOK VALUE

| At 30 April 2025 | 2,020 |  | 15,850 |  | 6,333,488 |  |

11. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| Additions | 11,117,700 |  |

| Impairments | (3,100,000 | ) |

| At 30 April 2025 | 8,017,700 |  |

| NET BOOK VALUE

| At 30 April 2025 | 8,017,700 |  |

| Investments in subsidiary undertakings are recognised at cost, less accumulated impairment losses.

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

11. | FIXED ASSET INVESTMENTS - continued

| Company

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

| Subsidiary

| Chelston Park Nursing and Residential Home Limited

| Registered office: Chelston Park Nursing Home, West Buckland Road, Wellington, TA21 9PH

| Nature of business: Operating a nursing and residential care home

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 |

£ |

| Aggregate capital and reserves | 1,834,642 |  |

| Profit for the period | 128,050 |  |

| During the year the company acquired 100% of the share capital of Chelston Park Nursing and Residential Home Limited. A dividend of £3,100,000 was declared to the company, and the value of the investment was impaired by £3,100,000 following the receipt of the dividend. In accordance with FRS 102, the dividend has been credited against the impairment as this more accurately reflects the substance of the transaction.

12. | DEBTORS

| Group |  | Company |

£ | £ |

| Amounts falling due within one year: |

| Trade debtors | 312,381 |  | - |  |

| Amounts owed by group undertakings | - |  | 591,973 |  |

| Other debtors | 14,050 |  | - |  |

| Chelston Properties Ltd | 105,545 |  | - |  |

| Directors' current accounts | 46 |  | - |  |

| Prepayments and accrued income | 222,693 |  | 41,915 |  |

654,715 |  | 633,888 |  |

| Amounts falling due after more than one | year: |

| Amounts owed by group undertakings | - |  | 2,478,846 |  |

| Aggregate amounts | 654,715 |  | 3,112,734 |  |

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

| Group |  | Company |

£ | £ |

| Bank loans and overdrafts (see note 15) | 165,500 |  | 84,500 |  |

| Trade creditors | 183,542 |  | - |  |

| Tax | 128,640 |  | 51,781 |  |

| Social security and other taxes | 103,789 |  | - |  |

| Other creditors | 49,568 |  | - |  |

| Accrued expenses | 574,163 |  | 32,324 |  |

1,205,202 |  | 168,605 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

£ | £ |

| Bank loans (see note 15) | 4,204,063 |  | 3,025,482 |  |

| Other creditors | 2,416,500 |  | 2,416,500 |  |

6,620,563 |  | 5,441,982 |  |

15. | LOANS

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

| Group |  | Company |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans | 165,500 |  | 84,500 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | 165,500 |  | 84,500 |  |

| Amounts falling due between two and five | years: |

| Bank loans - 2-5 years | 4,038,563 |  | 2,940,982 |  |

| During the year the the group and company took out new bank loans totalling £3,146,500. The loans are repayable over varying periods of up to 5 years. Interest is being charged at between 1.5% and 2.15%, above the bank base rate or a fixed rate of 6.62%.

| During the year the group also became liable for the bank loans outstanding in its trading subsidiary. These loans are repayable over varying period of up to 5 years. Interest is being charged at 1.5% above the bank base rate or at a fixed rate of 6.62%.

16. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |  | Company |

£ | £ |

| Bank loans | 4,369,563 |  | 3,109,982 |  |

| Other creditors | 2,416,500 |  | 2,416,500 |  |

6,786,063 |  | 5,526,482 |  |

| The bank loans and overdraft are secured by a fixed and floating charge over the assets of the group and by directors' personal guarantees.

| Other creditors are secured by a second fixed and floating charge over all the property or undertaking of the company, owned now or in the future.

17. | PROVISIONS FOR LIABILITIES

| Group |

£ |

| Deferred tax | 163,778 |  |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

17. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |

| tax |

£ |

| Balance at acquisition | 165,347 |  |

| Accelerated capital allowances | (1,569 | ) |

| Balance at 30 April 2025 | 163,778 |  |

18. | CALLED UP SHARE CAPITAL

| Allotted and issued:

| Number: | Class: | Nominal

| value: | £ |

| 1,000 | Ordinary | £1 | 1,000 |  |

| 1,000 Ordinary shares of £1 each were allotted at a premium of £5521.02 per share during the period.

19. | RESERVES

| Group

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| Deficit for the period | (664,255 | ) | (664,255 | ) |

| Dividends | (145,949 | ) | (145,949 | ) |

| Share for share exchange | - |  | 5,515,500 |  | 5,515,500 |  |

| At 30 April 2025 | (810,204 | ) | 5,515,500 |  | 4,705,296 |  |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| Profit for the period | 156,373 |  | 156,373 |  |

| Dividends | (145,949 | ) | (145,949 | ) |

| Share for share exchange | - |  | 5,515,500 |  | 5,515,500 |  |

| At 30 April 2025 | 10,424 |  | 5,515,500 |  | 5,525,924 |  |

20. | RELATED PARTY DISCLOSURES

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

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| Group - Other related parties under common control

£ |

| Recharges to related parties | 76,667 |  |

| Amounts paid on behalf of related parties | 205,206 |  |

| Amounts due from related parties | 181,858 |  |

| Recognised bad or doubtful debts due from related parties | 554,757 |  |

| Amount due to related party | (7,749 | ) |

Chelston Holdings (SW) Ltd (Registered number: 15629602)

Notes to the Consolidated Financial Statements - continued

for the Period 9 April 2024 to 30 April 2025

21. | POST BALANCE SHEET EVENTS

| Since the year end the company has acquired the share capital of Netherclay House Ltd.

22. | ULTIMATE CONTROLLING PARTY

| The controlling party is R P Allistone.