Company registration number 05090447 (England and Wales)
NORLIFE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
NORLIFE LIMITED
COMPANY INFORMATION
Directors
D J Hudson
B J Jenkins
A J Fowles
M Amusu
(Appointed 31 March 2025)
S C Waters
(Appointed 4 July 2025)
Secretary
G M Gatty
Company number
05090447
Registered office
128 Buckingham Palace Road
London
United Kingdom
SW1W 9SA
Auditor
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
NORLIFE LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 16
NORLIFE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company continued to be that of property development and management.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

D J Hudson
B J Jenkins
A J Fowles
S C Waters
(Resigned 17 December 2024)
I O Akintayo
(Appointed 17 December 2024 and resigned 31 March 2025)
M Amusu
(Appointed 31 March 2025)
S C Waters
(Appointed 4 July 2025)
Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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; and

- 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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

NORLIFE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
On behalf of the board
B J Jenkins
Director
9 March 2026
NORLIFE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORLIFE LIMITED
- 3 -
Opinion

We have audited the financial statements of Norlife Limited (the 'company') for the year ended 30 September 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 September 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

NORLIFE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORLIFE LIMITED (CONTINUED)
- 4 -
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 identifie d material misstatements in the directors' r eport. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, 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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

NORLIFE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORLIFE LIMITED (CONTINUED)
- 5 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

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

Rebecca Boys (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
2nd Floor
Regis House
45 King William Street
London
EC4R 9AN
18 March 2026
NORLIFE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -
2025
2024
£
£
Turnover
246,184
223,936
Administrative expenses
(531,023)
(486,795)
Operating loss
(284,839)
(262,859)
Income from shares in group undertakings
200,000
300,000
Other interest receivable and similar income
106,653
111,790
Other interest payable and similar expenses
(106,653)
(111,545)
Fair value movement on investments
367,188
213,202
Profit before taxation
282,349
250,588
Tax on profit
(92,000)
(53,000)
Profit for the financial year
190,349
197,588
NORLIFE LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 7 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
5
5,137,401
4,805,790
Current assets
Debtors
7
65,419
42,012
Cash at bank and in hand
176,060
271,037
241,479
313,049
Creditors: amounts falling due within one year
8
(117,008)
(100,628)
Net current assets
124,471
212,421
Total assets less current liabilities
5,261,872
5,018,211
Creditors: amounts falling due after more than one year
9
(696,077)
(734,765)
Provisions for liabilities
10
(1,098,000)
(1,006,000)
Net assets
3,467,795
3,277,446
Capital and reserves
Called up share capital
12
171,000
171,000
Fair value reserve
13
3,298,634
3,023,346
Profit and loss reserve
(1,839)
83,100
Total equity
3,467,795
3,277,446

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 9 March 2026 and are signed on its behalf by:
B J Jenkins
Director
Company registration number 05090447 (England and Wales)
NORLIFE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
Share capital
Fair value reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 October 2023
171,000
2,863,144
45,714
3,079,858
Year ended 30 September 2024:
Profit and total comprehensive income
-
160,202
37,386
197,588
Balance at 30 September 2024
171,000
3,023,346
83,100
3,277,446
Year ended 30 September 2025:
Profit and total comprehensive income
-
275,288
(84,939)
190,349
Balance at 30 September 2025
171,000
3,298,634
(1,839)
3,467,795
NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
1
Accounting policies
Company information

Norlife Limited is a private company limited by shares incorporated in England and Wales. The registered office is 128 Buckingham Palace Road, London, United Kingdom, SW1W 9SA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Disclosure exemptions

Exemption has been taken from preparing cash flow statement on the grounds that the company is considered to be small under the provisions of the Companies Act 2006.

1.2
Going concern

The company has long term funding in place and has a detailed financial model on which its future operations are based. The directors have considered the company’s projected income and cash flows in the short and medium term in relation to the future viability of the company. true

The company holds investments in subsidiaries, and with common directors across all group companies, the assessment of the company's ability to continue as a going concern is made in conjunction with the going concern assessments of the subsidiary companies. Following these assessments, the directors do not expect any transactions in the foreseeable future that will adversely impact the net assets of the company or its ability to settle its liabilities as they fall due. The company therefore continues to adopt the going concern basis.

1.3
Turnover

Turnover represents management fees and recharged costs, excluding Value Added Tax and are recognised in the month that the service is delivered.

NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 10 -
1.4
Fixed asset investments

Shares held as fixed asset investments are stated at directors' valuation based on the net present value of future returns using the industry average discounting factor of 8% (2024: 7.1%), where returns can be anticipated with certainty. Other shares held as fixed asset investments are stated at cost, less provisions for any permanent diminution in value.

Loans provided to subsidiary companies included within fixed asset investments are stated at the aggregate of amounts issued, accrued interest receivable at the balance sheet date, less capital and interest payments received.

The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 11 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
2
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 assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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.

Valuation of investments in subsidiaries

Directors valuations based on the net present value of future returns using the industry average discounting factor of 8% (2024: 7.1%), where future returns can be anticipated with certainty.

3
Employees

The average monthly number of persons employed by the company during the year was:

2025
2024
Number
Number
Total
0
0
4
Deferred taxation

A potential deferred tax asset of £218,000 (2024: £147,000) has not been recognised due to uncertainty over the timing of the reversal which will be based on future trading profits.

5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
4,402,635
4,035,447
Loans to group undertakings and participating interests
734,766
770,343
5,137,401
4,805,790
Fixed asset investments revalued

Fixed asset investments were valued on a future cash flow basis on 30 September 2025 by the directors.

If the fixed assets had not been revalued they would have been included at the historical cost of £6,001 (2024: £6,101).

NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
5
Fixed asset investments
(Continued)
- 13 -
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 October 2024
4,035,447
770,343
4,805,790
Fair value movement
367,288
-
367,288
Net repayment
-
(35,577)
(35,577)
Disposals
(100)
-
(100)
At 30 September 2025
4,402,635
734,766
5,137,401
Carrying amount
At 30 September 2025
4,402,635
734,766
5,137,401
At 30 September 2024
4,035,447
770,343
4,805,790
6
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Norlife Fundco 1 Limited
128 Buckingham Palace Road, London, SW1W 9SA
Ordinary
100.00
Norlife Capital Works Limited
128 Buckingham Palace Road, London, SW1W 9SA
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Norlife Fundco 1 Limited
2,824,247
769,150
Norlife Capital Works Limited
206,365
(262,457)
0

Norlife (QEH) Limited and Norlife Services Limited went into voluntary liquidation on 19th June 2025 and the 100% shareholding has been disposed of at that date.

7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
45,073
27,143
Other debtors
20,346
14,869
65,419
42,012
NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
6,000
5,400
Amounts owed to group undertakings
55,619
43,650
Other creditors
55,389
51,578
117,008
100,628
9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
696,077
734,765
Creditors which fall due after five years are payable as follows:
Payable by instalments
408,373
565,973

Other creditors are subordinated debts, due to the shareholders. The remaining balance of subordinated debts, bear interest at a rate of 14% per annum and the loans are repaid on a six monthly basis.

10
Provisions for liabilities
2025
2024
£
£
Deferred tax liabilities
11
1,098,000
1,006,000
11
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Investments
1,098,000
1,006,000
2025
Movements in the year:
£
Liability at 1 October 2024
1,006,000
Charge to profit or loss
92,000
Liability at 30 September 2025
1,098,000
NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
11
Deferred taxation
(Continued)
- 15 -

The deferred tax liability set out above is in relation to valuation of investments in subsidiaries.

12
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
34,200
34,200
34,200
34,200
Ordinary B of £1 each
34,200
34,200
34,200
34,200
Ordinary C of £1 each
102,600
102,600
102,600
102,600
171,000
171,000
171,000
171,000

Called up share capital - this represents the nominal value of shares that have been issued.

Ordinary A, Ordinary B and Ordinary C shares rank pari passu in all respects.

13
Fair value reserve
2025
2024
£
£
At the beginning of the year
3,023,346
2,863,144
Fair value transfer
275,288
160,202
At the end of the year
3,298,634
3,023,346

Fair value reserve - included all fair value adjustments in respect of subsidiary holdings and associated movements on deferred tax.

NORLIFE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 16 -
14
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Norlife Fundco 1 Limited

During the year the company invoiced site management and administration fees of £223,628 (20 24: £215,116), recharged professional fees of £22,556 (20 24: £8,820) to Norlife Fundco 1 Limited, a subsidiary company. At the balance sheet date, the company was owed £45,073 (2024: £27,143) from Norlife Fundco 1 Limited.

During the year the company received interest of £106,653 (20 24: £111,545) from Norlife Fundco 1 Limited on the loan notes. At the year end the balance of loan notes outstanding was £734,766 (2 024: £770,343).

During the year, dividends of £200,000 (20 24: £300,000) were received from Norlife Fundco 1 Limited.

Norlife Capital Works Limited

At the balance sheet date, the company owed £1 (20 24: £1) to Norlife Capital Works Limited, a subsidiary company.

Guildhouse UK Limited

During the year the company was invoiced costs of £14,662 (20 24: £5,732) in relation to Lifecycle management fees, £373,966 (2024: £365,464) in relation to management and administration fees and £63,340 (2024: £60,929) in relation to directors fees by Guildhouse UK Limited, an intermediate parent company. At the balance sheet date, the company owed £55,618 (2024: £43,650) to Guildhouse UK Limited.

Guildhouse UK (PPP) Limited

At the balance sheet date, the balance of loans outstanding was £440,860 (2024: £462,205). During the year, the company paid interest of £63,992 (2024: £66,927) on subordinated loans to Guildhouse UK (PPP) Limited, the parent company.

Community Health Partnership Limited

During the year, the company invoiced £42,227 (2024: £40,619) in relation directors fees to Community Health Partnerships Limited, a shareholder in Norlife Limited.

At the balance sheet date, loan notes of £293,906 (20 24: £308,138) were outstanding. During the year interest of £42,661 (20 24: £44,618) was paid on these loan notes.

15
Parent company

The company is a subsidiary of Guildhouse UK (PPP) Limited, which is a wholly owned subsidiary of Guildhouse UK Limited, which is a wholly owned subsidiary of Guildhouse Holdings Limited.

The results of the company are included in the consolidated financial statements of Guildhouse Holdings Limited. The consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

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